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Ally Financial Inc. - API License Agreement
Last Modified: December 16, 2020
This API License Agreement (this “API Agreement”) is a binding contract between you (“you” or “your”) and Ally Financial Inc. (“Ally,” “we,” or “us”). This API Agreement governs your access to and use of the Ally application programming interfaces available on the Ally developer portal available at developer.ally.com (the “Developer Portal”). If you are entering into this API Agreement on behalf of a company, organization or another legal entity, you are agreeing to this API Agreement for such entity and representing to Ally that you have the authority to bind such entity and, as applicable, its affiliates to this API Agreement, in which case the terms “you” and “your” shall refer to such entity and its affiliates.
BY ACCESSING OR USING THE LICENSED MATERIALS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS API AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS API AGREEMENT; AND (C) ACCEPT THIS API AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE LICENSED MATERIALS.
THIS API AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH ally THROUGH FINAL AND BINDING ARBITRATION, EXCEPT AS OTHERWISE SET FORTH HEREIN. ANY ARBITRATION UNDER THIS API AGREEMENT MUST TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. THINK CAREFULLY ABOUT WHAT THIS MEANS FOR YOU.
- Definitions. When capitalized in this API Agreement, the following terms have the following meanings:
- “Ally Content” means the Ally content made available to you through the API or other means authorized by Ally, including any copies or derivatives thereof.
- “Ally Services” means the technology and application software made available by Ally as described in the Developer Portal.
- “API” means the Ally application programming interfaces and any API Documentation or other API materials made available by Ally on the Developer Portal.
- “API Documentation” means the API documentation provided on the Developer Portal, as may be updated from time to time.
- “API Key” means the security key Ally makes available for you to access the API.
- “Licensed Materials” means the Ally Content and the API.
- “Service Agreement” has the meaning set forth in Section 2 of this API Agreement.
- “Your Applications” means any applications or websites developed by you to interact with the API.
- Service Agreement. The parties hereto may enter into a separate, written agreement covering additional terms related to the Ally Services, including further content licenses, support services, and fees (each, a “Service Agreement”). Additionally, Ally may require a Service Agreement for specific Ally Content, Ally Services, or Ally APIs.\
- In the event of any conflict or inconsistency between the terms in the body of this API Agreement and those of any Service Agreement, the terms of the body of the Service Agreement shall control and prevail.
- License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in this API Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the API Agreement to: (a) use the API to integrate Ally Content into Your Applications; and (b) copy, modify, and display Ally Content as reasonably necessary to provide Your Applications and as permitted by this API Agreement. You acknowledge that there are no implied licenses granted under this API Agreement. We reserve all rights that are not expressly granted. You may not use the API for any other purpose without our prior written consent. You must obtain an API Key through the registration process available at developer.ally.com to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.
- Use Restrictions. Except as expressly authorized under this API Agreement, you may not:
- copy, modify, or create derivative works of the Licensed Materials, in whole or in part;
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Materials;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Licensed Materials, in whole or in part;
- remove any proprietary notices from the Licensed Materials;
- use the Licensed Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
- combine or integrate the Licensed Materials with any software, technology, services, or materials not authorized by Ally;
- design or permit Your Applications to disable, override, or otherwise interfere with any Ally-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
- use the Licensed Materials in any of Your Applications to replicate or attempt to replace the user experience of the Ally Services; or
- attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the Licensed Materials.
You will also comply with all terms and conditions of this API Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on developer.ally.com from time to time. In addition, you will not use the Licensed Materials in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
- Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this API Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the Licensed Materials, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications.
- No Support; Updates. This API Agreement does not entitle you to any support for the Licensed Materials. You acknowledge that we may update or modify the Licensed Materials from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the Licensed Materials. Updates may adversely affect how Your Applications communicate with the Ally Services. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Licensed Materials following an Update constitutes binding acceptance of the Update.
- Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Licensed Materials and the Ally Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 9(a). You will use commercially reasonable efforts to safeguard the Licensed Materials (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Licensed Materials and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Licensed Materials and the Ally Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
- Disclaimer of Warranties. THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND ALLY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALLY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALLY MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
- Indemnification. You agree to indemnify, defend, and hold harmless Ally and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the Licensed Materials, (b) your breach of this API Agreement, and (c) Your Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
- Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED MATERIALS; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR ALLY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Term and Termination. The term of this API Agreement commences when you access the Licensed Materials and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this API Agreement, any rights granted herein, and/or your licenses under this API Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Licensed Materials. In addition, this API Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this API Agreement. Unless otherwise set forth in the Service Agreement, you may terminate this API Agreement at any time by ceasing your access to and use of the Licensed Materials. Upon termination of this API Agreement for any reason all licenses and rights granted to you under this API Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Licensed Materials. Any terms that by their nature are intended to continue beyond the termination or expiration of this API Agreement will survive termination, including specifically Sections 9-12, 16, and 18. Termination will not limit any of Ally’s rights or remedies at law or in equity.
- Export Regulation. The Licensed Materials may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Licensed Materials to, or make the Licensed Materials accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Licensed Materials available outside the US.
- US Government Rights. The API is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
- Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this API Agreement. You will be notified of modifications through the Developer Portal. You will be responsible for reviewing and becoming familiar with any such modifications.
- Governing Law; Arbitration. This API Agreement is governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. If the parties are unable to resolve a dispute under this API Agreement, (a) the dispute shall be resolved through arbitration conducted in accordance with the procedures in this API Agreement and administered by the American Arbitration Association under its Commercial Arbitration Rules (the “AAA Rules”), and (b) judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof, except that Ally shall not be required to use the foregoing dispute resolution procedures or otherwise follow the provisions of this Section regarding any dispute with respect to which Ally seeks purely injunctive or other equitable, non-monetary relief, upon which event Ally may seek such relief before any court sitting in New York, NY, which each party irrevocably agrees has jurisdiction over such dispute. In the event of a conflict between the AAA Rules and this API Agreement, the provisions of this API Agreement shall control. The arbitration will be conducted by a panel of three arbitrators with each side selecting an arbitrator and those two selecting the third arbitrator, who must be a judge or attorney with at least ten years of practice in the financial services industry. The arbitrators will only interpret and apply the terms and provisions of this API Agreement and will not change any such terms or provisions or deprive either party of any right or remedy expressly or impliedly provided for in this API Agreement. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be resolved by the arbitrators. In no event, even if any other portion of this Section is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. All aspects of the arbitration shall be treated as confidential. The location of any hearing under this arbitration provision shall be conducted in Detroit, Michigan. The costs of the arbitration, including the arbitrators’ fees and expenses, will be shared equally by the parties. Each party will pay its own attorney’s fees and costs, provided that, if the arbitrators find either party has acted in bad faith, the arbitrators will have discretion to award attorney’s fees to the other party. The determination of the arbitrators will be conclusive upon the parties and will be non-appealable. The arbitrators will render a written decision containing findings of fact and conclusions of law within 30 days of the conclusion of the arbitration and will specify a time within which the award will be performed. Judgment upon the award, including specific enforcement of the decision, will be entered in any court of proper jurisdiction. A single arbitration may be used to resolve one or more disputes pending between the parties at the time of the arbitration proceeding. The pendency of arbitration will not extend the term of this API Agreement or affect any termination provided for under this API Agreement. The agreement to arbitrate will be specifically enforceable in any federal or state court of competent jurisdiction.
- Miscellaneous. This API Agreement, together with any Service Agreement(s), as applicable, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at https://www.ally.com/contact-us/ and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Licensed Materials. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. In the event that any provision of this API Agreement is deemed to be invalid or unenforceable by any court of competent jurisdiction, then the balance of this API Agreement shall remain enforceable, and such invalid or unenforceable provision shall be enforced by such court to the maximum possible extent. Any failure to act by us with respect to a breach of this API Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This API Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this API Agreement and to delegate any of its obligations hereunder.