Developer Agreement

Developer agreement

Version of: 22-November-2022

All definitions capitalized but not defined in this agreement (the “Developer Agreement” or “Agreement”) shall have the meaning as under the User Agreement.

The following terms apply to any person, either a natural person or a legal entity, that wishes to have access to, or use, the Bitvavo API, the API Documentation, the Bitvavo Software Development Kit and the Bitvavo WebSocket (together, the “API”), all of which are inter alia designed to facilitate the integration of the Services into an application provided by Developer (the “Application”) such that Developer’s Application can interface directly with Bitvavo’s Services (such natural person or legal entity defined as “Developer”). If Developer is represented by an individual acting on behalf of it, such individual and the Developer hereby represents that such individual has the authority to bind Developer to this Agreement. If such individual does not have such authority or if Developer does not agree with this Agreement, Developer may not use the API.

1. Acceptance and updates to the Agreement

1. Bitvavo reserves the right to update, amend or terminate this Agreement at any time, at its sole discretion. Developer’s continued use of the API following changes to the Agreement constitutes its acceptance of the terms and conditions of this Agreement as modified for Developer.
2. Bitvavo may, in its sole discretion, add, discontinue or remove, in whole or in part, the API at any time and without notice. Bitvavo cannot guarantee that future versions of the API will be backwards compatible. Developer acknowledges and understands that any of these changes may adversely affect Developer’s use of the API and might require Developer to make substantial changes in order to continue using the API, and that this is Developer’s own responsibility. Developer’s continued use of the API after Bitvavo makes any changes to the API will constitute its binding acceptance of such updates or modifications. If any changes are unacceptable to Developer, its only recourse is to cease all use of the API.

2. Licenses and Intellectual Property

1. Bitvavo expressly retains all (intellectual property) rights and interest in the API, any data or information and all other materials provided by Bitvavo to Developer.
2. Bitvavo provides Developer with a limited, revocable, non-exclusive, non-sub-licensable, non-transferable license to use the API for solely the purpose of facilitating its own or its user's use of Bitvavo's Services, such use limited to the integration of the API into Developer’s website or Application such that Developers Application can interface directly with Bitvavo’s Services (the "Authorized Use").
3. Developer may not remove or alter any copyright, copyright protection technology, trademark, or other intellectual property notice contained in or provided through Bitvavo’s intellectual property.
4. Developer must obtain prior written approval from Bitvavo prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Bitvavo, Bitvavo’s intellectual property rights, Services, API, or this Agreement.
5. Developer acknowledges and agrees to grant Bitvavo, its affiliates and any third parties, for the duration of this Agreement, a fully paid-up, royalty free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license to (i) use Developer’s name, likeness or brand (including Developer's intellectual property rights related thereto) for the maintenance, development and promotion of the API, and (ii) use, perform, display, reproduce, distribute, import or make available Developer’s Application to maintain, develop and promote the API and the Services.
6. Developer represents and warrants that its Application, including but not limited to the name of the Application and all content in Developer’s Application, does not infringe the intellectual property rights of Bitvavo or any third party. If Developer believes its Application and/or content infringes any intellectual property rights, Developer must notify Bitvavo immediately.
7. Upon termination of this Agreement and written request from Developer, Bitvavo will make commercially reasonable efforts, as determined in its sole discretion, to remove references and/or links to Developers Application and any of Developers Marks from the Services. Bitvavo will not have any other additional obligations to delete references, links or copies of Developer’s Application.
8. To the extent Developer provides Bitvavo with feedback, suggestions or comments regarding the API, Bitvavo Services or its use thereof, Developer hereby (in advance) grants a fully-paid up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license to Bitvavo to use, copy, modify, create derivative works, distribute, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to Developer.

3. Use Restrictions

1. A violation of the restrictions described below will result in Developer no longer being allowed to access or use the API. Developer agrees to follow the restrictions below and will not encourage or facilitate others to violate these restrictions.
2. Developer shall not, and shall not encourage or authorize others to:
   1. use the API in any manner that does not comply with any laws and regulations applicable to Developer’s actions
   2. use the API in any manner that is unauthorized as per this Agreement;
   3. alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the API;
   4. use or access the API for purposes of monitoring the availability, performance, or functionality of any of the Services or for any other benchmarking or competitive purposes;
   5. collect, cache, aggregate, or store data or content accessed via the API other than for purposes allowed under this Agreement;
   6. use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of Bitvavo’s servers or impacts the behavior of other Applications using the API;
   7. attempt to cloak or conceal Developer’s identity when requesting authorization to the API;
   8. use the API to (i) access or use any information not permitted by this Agreement, to (ii) circumvent or break any of Bitvavo’s administrative, technical or organizational security measures, (iii) disrupt, impair, overburden or degrade the API or the Services, (iv) change the API or the Services in any way, or (v) test the vulnerabilities of the Services or API;
   9. use the API for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code;
   10. use the API to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or to violate the Developer Agreement or engage in any prohibited activities as defined in the Developer Agreement;
   11. use the API in any manner that may threaten the security or functionality of the API or the Services or to circumvent the intended features, functionality or limitations of the Services;
   12. display the API or Bitvavo’s trademarks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between Developer or a third party and Bitvavo, other than as expressly permitted in writing by Bitvavo;
   13. duplicate or compete with Bitvavo’s core products and/or Services including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Bitvavo’s products and services, as determined in Bitvavo’s sole discretion; or
   14. transmit any data related to Developer’s integration of the API on a channel that is not secure and encrypted (e.g. HTTPS).
3. Bitvavo may offer products or services similar to the Application in the future, and Developer will not have any rights to such products or services.

4. Activities Subject to Additional Restrictions

1. Bitvavo may require Developer to obtain written consent and complete (additional) enhanced on-boarding procedures before allowing Developer to access or use the API, and/or may restrict Developer’s Application’s use of and interfacing with the API. Bitvavo may do so at its sole discretion for any reason and in particular if Developer wishes to use the API to create or offer an Application that is designed for or results in any of the following:
   1. any Application which either holds money for eventual payment or which offers or provides credit, either directly or as a broker or arranger between third parties, or any Application that would require licensing as a bank, money services business, or other financial service provider, or as an escrow service in the jurisdiction where the service’s users reside;
   2. any Application which involves the payment of funds by a customer in exchange for the chance to earn or win a prize, reward, or other payment;
   3. any Application which involves a business engaged in the exchange of Digital Assets for fiat currency, funds or other Digital Assets and which accepts and transmits a convertible Digital Asset or buys or sells convertible Digital Assets for any reason; or
   4. any Application which involves a service which allows for the acceptance of donations on behalf of a charity or a religious or spiritual organization.

5. Compliance Audit

1. Bitvavo, or a third party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to Developer’s access to or use of API for the purpose of verifying compliance with this Agreement. Bitvavo may exercise its audit right at any time upon notice. Developer will provide its full cooperation and assistance with such audit and provide access to all Applications and API tools, applicable agreements and records in Developer’s possession or control. Without limiting the generality of the foregoing, as part of the audit, Bitvavo may request, and Developer agrees to provide, a written report, signed by an authorized representative, listing its then-current deployment of the API. The rights and requirements of this section will survive for one (1) year following the termination of Developer’s use of the API.
2. If Developer believes that someone is violating this Agreement or misusing the API, it must notify Bitvavo Support via https://support.bitvavo.com.

6. Security and Privacy

1. By accessing or using the API, Developer represents and warrants it will comply with the following:
   1. Developer’s Application or service shall provide easily accessible and free-of-charge support contact information to end users that access the Services by means of the Application (“End Users”);
   2. End Users may contact Developer with any questions, particularly privacy or security concerns;
   3. Developer uses all reasonable efforts to protect End User’s personal data (as defined in Bitvavo’s Privacy Notice) collected by the Application, including any personal data obtained from unauthorized access or use;
   4. in the event Developer’s systems or infrastructure used for storage, processing or hosting End User’s personal data is breached or compromised, or if End User’s personal data is inadvertently exposed to non-authorized third parties, Developer shall notify Bitvavo promptly of such incident or exposure including the root cause, remediation steps, and compensating controls to ensure such an incident does not occur in the future, except if Developer is prohibited from doing so by legal process or governmental authority; and Developer is responsible for providing customer notification under the applicable breach notification statutes and any other applicable privacy laws and Developer will bear all costs incurred by Bitvavo arising out of or in connection to Developer’s incident or exposure;
   5. before collecting End User’s personal data or other data from End Users, Developer will provide and adhere to a privacy policy for its Application that complies with all applicable laws, rules, and regulations; and
   6. Developer and the Application comply with all privacy and security laws and regulations in connection with Developer's access and use of the API.
2. If Bitvavo informs Developer of an End User having requested to enforce their privacy rights against Developer’s processing of their data, Developer must comply with such requests promptly.
3. Developer is solely responsible for Developer's access, use, processing, disclosure and protection of End User data. To the extent Developer's processing of End User data is subject to data protection laws in the European Economic Area, the United Kingdom, Switzerland or similar data protection regimes, Developer agrees and acknowledges Developer is a data controller with regard to Developer's processing of End User’s data via the API.
4. Developer must not circumvent any privacy or security features that are part of the API.

7. Liability

1. The Bitvavo API and Bitvavo Services are provided to Developer “as is”, “where is”, with all faults, on an “as-available” basis, without warranty of any kind. Bitvavo does not guarantee that the API or Services will be available for any absolute or relative amount of time. Bitvavo does not warrant that access to the API will not be interrupted or that there will be no delays, failures, errors, loss or similar of transmitted information. This may include, but is not limited to, unavailability of the API or Services during times of high volume or traffic, illiquidity, fast movement or volatility. Bitvavo does not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. Bitvavo does not warrant that the API, Bitvavo Services or any other Bitvavo product or service provided hereunder will meet any of Developer’s requirements or that use of the API or other products or services will be error-free, uninterrupted, virus-free or secure.
2. Developer uses the API entirely at its own risk. Bitvavo is not liable for any damage, except if resulting from wilful intent or gross negligence on the side of Bitvavo. In addition, Bitvavo is not liable for any damages:
   1. resulting from actions by Developer in breach of this Agreement;
   2. resulting from actions by End Users;
   3. resulting from actions by Developer that fall under Developer’s sole responsibility, including but not limited to Developers correct use and integration of the API into its Application;
   4. for any loss or damages to use, data, business, goodwill or profits of Developer or End User;
   5. for any authorized or unauthorized use of the Application, the API or Bitvavo Services;
   6. resulting from a temporary inaccessibility, malfunctioning or suspension of (a part of) the API, including, but not limited to (i) damages resulting from the inability to access or use the API or (ii) damages resulting from the impossibility to connect or interface Developers Application with the Services;
   7. resulting from force majeure (overmacht);
   8. resulting from the actions of a third party for which Bitvavo or its affiliates is not responsible; or
   9. in connection with any event the liability for which is excluded by Bitvavo in its User Agreement.
3. Bitvavo’s liability is in any event limited to:
   1. all fees and other amounts incurred by Bitvavo and Bitvavo Custody from Developer’s End Users in the preceding three months, exclusive of VAT;
   2. in case of damage that could reasonably have been limited if Developer would have signaled and reported the damage without undue delay, to the amount of the damage that would have been incurred if Developer would have reported the error to Bitvavo within 24 hours after Developer became of should have become aware of the fact or facts leading to the damage; and
   3. direct losses that were reasonably foreseeable and that follow directly from a breach of this Agreement by Bitvavo.
4. The foregoing limitations, exclusions and disclaimers shall apply regardless of whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Bitvavo has been advised of the possibility of such loss or damage. Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law.

8. Indemnification

1. Developer agrees to indemnify, defend and hold harmless Bitvavo and each of our officers, directors, members, employees, agents and affiliates from and against any and all claims, actions, audits, demands, damages, losses, investigations, inquiries, costs or expenses including without limitation reasonable attorney’s fees, or any other proceeding instituted by an End User or other party that arises out of or relates to (i) any actual or alleged breach of this Agreement by Developer, (ii) Developer or its Application’s wrongful or improper use of the API, (iii) Developer’s Application or business, (iv) Developer’s violation of any rights of an End User or any other party.

9. Termination

1. This Agreement may be terminated at any time with immediate effect by Bitvavo, with or without cause and Bitvavo shall not be liable for any damages incurred by Developer as a result of such termination.
2. Developer may terminate this Agreement at any time by ceasing its use of the API.

10. Miscellaneous

1. This Agreement does not result in a joint venture, partnership, agency, or fiduciary relationship between Developer and Bitvavo. The parties do not intend to create such a relationship under this Agreement. Nothing in this Agreement shall in any way restrict Bitvavo from pursuing any business activities or from entering into any agreement with any other person or company.
2. Bitvavo may at any time transfer, sub-contract or assign any of its rights and obligations under this Agreement without requiring the approval of Developer. Developer may not assign any rights and/or licenses granted under this Agreement
3. Each corporate affiliate of Bitvavo shall be a third party beneficiary to this Agreement, and such corporate affiliate shall be entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on them.
4. Other than the preceding sentence, nothing in this Agreement shall create any third party beneficiaries, or confer any rights in any third parties.
5. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
6. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
7. The failure or delay by Bitvavo to exercise or enforce any right or provision of this Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights.
8. In the event this Agreement, or any part thereof, is translated into other languages, the English language version of this Agreement shall prevail to the extent there is a discrepancy between versions of the Agreement that is the result of an error in translation.

11. Complaints and Dispute Resolution

1. In the event of a complaint, please consult the Bitvavo support page at https://support.bitvavo.com or contact Bitvavo customer support via [email protected].
2. This Developer Agreement is governed and construed in accordance with the laws of the Netherlands. Any claims or disputes will be settled before the competent court in Amsterdam, the Netherlands, unless legislation or international conventions mandatorily prescribe otherwise.