MERCADOLIBRE DEVELOPERS PROGRAM & API LICENSE AGREEMENT
The MercadoLibre Developers Program (the “Developers Program”) allows users registered at www.mercadolibre.com (and all its international versions owned by MercadoLibre, Inc. or its subsidiaries, or operated or controlled by them, the “Site”) to build applications that use content from and interact with the Site. These are the terms and conditions (the «Agreement») governing the participation of said users (the “Developers” or, individually, the “Developer”) in the Developers Program and the Developers’ use of the MercadoLibre Application Programming Interface (“API”).
ANY USER WHO DISAGREES WITH THE TERMS OF THIS AGREEMENT SHALL REFRAIN FROM PARTICIPATING IN THE DEVELOPERS PROGRAM. MERCADOLIBRE DOES NOT GRANT A LICENSE TO USE THE DEVELOPERS PROGRAM TOOLS OR THE API TO USERS WHO HAVE NOT ACCEPTED THE TERMS HEREOF.
1. DEFINITIONS
1.1 Access Keys means the confidential security keys provided by MERCADOLIBRE to the Developers for use of the API, including the developer ID, MERCADOLIBRE access key, and application ID assigned automatically by MERCADOLIBRE.
1.2 Application means the software application, website or other interface that the Developers develop, own or operate to interact with the API.
1.3 Developers Program Tools means the API and all other tools and information made available to the Developer at http://developers.mercadolibre.com and/or any sites which may replace it in the future and/or other related MERCADOLIBRE’s Developers Program sites.
1.4 MERCADOLIBRE Content means all of the information stored in and retrieved from MERCADOLIBRE’s databases. MERCADOLIBRE Content does not include information that the Developers obtain independent of MERCADOLIBRE and the API.
1.5 MERCADOLIBRE User means any person who has accepted the General Terms and Conditions and is registered at the Site.
1.6 General Terms and Conditions means the provisions and policies under which MERCADOLIBRE offers its services to its Users, available at the Sites’ homepage and incorporated herein by reference.
1.7 Application Users means the end-users of the Application, service providers, and anyone who sublicenses the Application.
2. DEVELOPERS PROGRAM CONDITIONS
2.1 Participation in the Developers Program. The Developers Program is a set of APIs and tools that allow the Developers to create Applications to access and interact with the Site, certain MERCADOLIBRE Contents, and the MERCADOLIBRE services. Participation in the Developers Program gives the Developers access to MERCADOLIBRE’s Developers Program Tools. These tools allow the Developers to access the Site, MERCADOLIBRE’s services and certain MERCADOLIBRE Content to develop Applications that integrate with or facilitate the use of the Site and MERCADOLIBRE’s services.
2.1.1 Use of MERCADOLIBRE’s Developers Program Tools. The Developers’ use of MERCADOLIBRE’s Developers Program Tools is only permitted for facilitating, improving, and/or enhancing the Application Users’ use and operation of the Site and MERCADOLIBRE’s services.
The Developers Program Tools may not be used in any form aimed at: (a) violating any law or MERCADOLIBRE’s General Terms and Conditions and other policies; (b) undermining the operation of the Site and/or MERCADOLIBRE’s services and/or MERCADOLIBRE’s business activities; (c) performing malicious or fraudulent acts, in MERCADOLIBRE’s sole discretion; (d) attributing liability to MERCADOLIBRE and/or its Users and/or the Application Users; or (e) engaging in any of the restricted activities set forth in Section 4 hereof.
2.1.2 Application Guidelines. The Developers may develop, display or distribute Applications that interact with the API. The Developers agree that they are solely responsible for the Applications that they develop, including their operation, use, and results.
2.2 API License
2.2.1 Using the API. As part of their participation in the Developers Program and subject to this Agreement, MERCADOLIBRE grants the Developers a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the API solely to do the following and subject to the restrictions set forth in this Agreement:
2.2.1.1 Enable the Application to interact with certain MERCADOLIBRE databases (for example, in MERCADOLIBRE’s sole discretion, MERCADOLIBRE’s public database and the MERCADOLIBRE Sandbox) to retrieve information necessary to facilitate the Developers’ or Users’ use of MERCADOLIBRE’s Sites and services through the Application;
2.2.1.2 Make limited intermediate copies of MERCADOLIBRE Content only as necessary to perform the activities permitted under this Agreement. The Developers must delete all intermediate copies when they are no longer required for the purpose for which they were created;
2.2.1.3 Rearrange or reorganize MERCADOLIBRE Content within an Application;
2.2.1.4 Display MERCADOLIBRE Content consistent with this Agreement and the API Logo Usage Requirements (defined in Section 2.3); and
2.2.1.5 Use, display or modify MERCADOLIBRE Content as expressly authorized by an authenticated MERCADOLIBRE User.
2.2.2 Access Keys. Upon registration on the Site, MERCADOLIBRE will provide the Developers with Access Keys allowing access to certain MERCADOLIBRE databases, in MERCADOLIBRE’s sole discretion. The Access Keys are the property of MERCADOLIBRE and, together with the participation in the Developers Program, they may be revoked if the Developers share them with any third party (other than as allowed under this Agreement) and/or compromise them and/or breach any term of this Agreement and/or if MERCADOLIBRE unilaterally terminates this Agreement.
2.2.3 API Call Limitations. The number of API calls the Developer will be permitted to make during any given period may be limited by MERCADOLIBRE in its discretion. MERCADOLIBRE will determine call limits based on various factors, including the ways the Application may be used by its Developer or the anticipated volume of use associated with the Application. The number of permitted API calls for each Developer will be specified on a case-by-case basis by means of an HTTP header. MERCADOLIBRE may, in its sole discretion, charge the Developers for API calls that exceed the call limits or terminate the Developers’ access to the API in accordance with Section 14.2. Unused API calls will not roll over to the next day or month, as applicable.
2.3 Developers Program Logos. MERCADOLIBRE may grant the Developers a non-exclusive license to display certain logos, subject to the terms and conditions to be timely set forth and incorporated herein by reference. In such case, the Developers must display logos in accordance with such terms and conditions. MERCADOLIBRE has final approval over the placement of API logos on the Application and may terminate this trademark license at any time for any reason and the Developers must remove the logo(s) immediately. MERCADOLIBRE may update the API logos from time to time, and the Developers using the logo will display the current logo.
2.4 Certification. In its sole discretion, MERCADOLIBRE may require or offer certification for certain Applications. Certification will consist of a confirmation by MERCADOLIBRE or an independent third party it designates that the Application’s technology complies with a particular set of MERCADOLIBRE’s guidelines. The Developers will be responsible for all costs associated with certification and any modifications necessary to meet the certification criteria and the Developers may not be permitted by MERCADOLIBRE to access the public database in certain cases until certification is complete. Future modifications of the Application and/or the conditions of use or display of the MERCADOLIBRE Content may be subject to re-certification. If MERCADOLIBRE requires certification, failure by the Developers to maintain certification is cause for immediate termination of this Agreement.
3. MERCADOLIBRE CONTENT
3.1 Using and Displaying MERCADOLIBRE Content. Display of MERCADOLIBRE Content is permitted only within the Application. The Developers may use and display MERCADOLIBRE Content only in accordance with the following guidelines:
3.1.1 Authentication. If the Application will enable its Users to interact with the Site in a way that requires sign-in to their MERCADOLIBRE accounts (for example, bidding, buying, listing or access to Mi MercadoLibre), the Developer may provide this access only after «Authentication», which occurs when a MERCADOLIBRE User grants the Application access to that User’s MERCADOLIBRE Content via a sign-in and express consent page. Notwithstanding the foregoing, the Developers may not withhold the MERCADOLIBRE User’s identity tokens.
3.1.2 Public Display. The Developers may display MERCADOLIBRE Content that any MERCADOLIBRE User makes publicly available on the MERCADOLIBRE Site, during the time that such MERCADOLIBRE Content is publicly available, to promote MERCADOLIBRE and enable the Application’s Users to search and browse listings (“Public Display”). When the MERCADOLIBRE Content is no longer publicly available, the Developers must delete it from the Application.
3.1.2.1 MERCADOLIBRE Content in a Public Display may not be co-mingled or combined with the content of any third party. All MERCADOLIBRE Content must be segregated and visually separated from non-MERCADOLIBRE Content (for example, with lines or color changes).
3.1.2.2 MERCADOLIBRE Content that is available only to registered MERCADOLIBRE users after signing in to their MERCADOLIBRE account may only be displayed to the users after Authentication. Such MERCADOLIBRE Content may not be used for Public Display without the explicit consent of the data subject.
3.1.3 Age of Listings. The Developers shall update at least every 24 (twenty-four) hours the MERCADOLIBRE Content included in the Applications. Therefore, no Application may publish MERCADOLIBRE Content deleted from the Site 24 (twenty-four) hours before they were displayed in the Application. This period shall be of 6 (six) hours for MERCADOLIBRE Content consisting in item and/or service listing information posted on the Site. The Application must disclose how often it updates the MERCADOLIBRE Content and, in particular, the item and service listings vis-à-vis the information posted by MERCADOLIBRE.
3.1.4 Derivative Information.
3.1.4.1 The Developers must have MERCADOLIBRE’s express written permission to use or display MERCADOLIBRE Content in any way that enables derivation of any of the following information:
3.1.4.1.1 Any statistics regarding the Site or the activity conducted within the Site;
3.1.4.1.2 Take-up rates for enhanced listings (for example, gallery, featured items, featured category, etc.);
3.1.4.1.3 The sales of items or services through the Site or other statistics relating to the performance (financial or otherwise) of the Site or any MERCADOLIBRE service rendered through the Site; or
3.1.4.1.4 Average selling price or gross merchandise and/or services sold for any MERCADOLIBRE category.
3.1.4.2 The Developers must have MERCADOLIBRE’s express written permission to use or display MERCADOLIBRE Content in any way that enables derivation of the following information (other than an Authenticated MERCADOLIBRE User’s access to his or her own information):
3.1.4.2.1 Information relating to specific MERCADOLIBRE Users or types of MERCADOLIBRE Users; or
3.1.4.2.2 Conversion, completion or success rates.
3.1.5 MERCADOLIBRE Listings. If the application will display MERCADOLIBRE listings for buyers to bid on or purchase, the application must display at a minimum all information that is legally required under applicable laws and regulations.
3.2 Protecting User Privacy.
3.2.1 Collecting and Using Personal Information. The Developers’ participation in the Developers Program and use of the Developers Program Tools may allow the Developers to collect Personal Information from and about MERCADOLIBRE Users and Application users. “Personal Information” is any information pertaining to a directly or indirectly identifiable individual. It may include information that the Developers collect directly from users in connection with the Application and information that is included in the MERCADOLIBRE Content, or that the Developers otherwise receive from MERCADOLIBRE for specific purposes.
3.2.1.1 The Developers will delete Personal Information when it is no longer necessary for the performance of the Agreement or when the Developers cease to participate in the Developers Program. This provision does not apply to information the Developers collect directly from the Application Users, unrelated to the Site or MERCADOLIBRE’s services.
3.2.1.2 The Developers will not under any circumstances collect or store MERCADOLIBRE User IDs and passwords.
3.2.2 Compliance with Privacy Laws. At all times, the Application and the Developers’ use of the Developers Program Tools and MERCADOLIBRE Content will comply with all applicable laws, regulations and best practices concerning privacy and data protection.
3.2.3 Information About Application Users. The Developers may receive Personal Information about the Application Users directly from them. The Developers’ collection and use of that information will be only as authorized by the Application Users and will comply with the Developers’ privacy policy. The Developers’ privacy policy and privacy practices will comply with applicable laws. If the Developers choose not to have their own privacy policy, the Developers must comply with MERCADOLIBRE’s Privacy Policies, currently available through links on the homepage of the Site and incorporated herein by this reference.
3.2.4 Information about MERCADOLIBRE users. The Developers may receive information about MERCADOLIBRE Users, who may or may not be Application Users, that is either publicly available from MERCADOLIBRE or that is provided by MERCADOLIBRE after Authentication as set forth in Section 3.1.1. hereof.
3.2.4.1 Using other MERCADOLIBRE users’ personal information. The Developers will not collect, store, use or disclose MERCADOLIBRE Users’ personal information for any purpose other than facilitating the use of the Site and MERCADOLIBRE’s services as permitted under this Agreement.
3.2.4.2 MERCADOLIBRE Privacy Policies. The Developers’ use of MERCADOLIBRE Users’ personal information will comply with MERCADOLIBRE’s Privacy Policies.
3.2.4.3 Public Information. The Developers may not display MERCADOLIBRE Users’ Personal Information to the public without the explicit consent of the data subject.
3.2.4.4 MERCADOLIBRE Sandbox. The Developers may use information made available in the MERCADOLIBRE Sandbox (MERCADOLIBRE’s test database) only to develop and test the Application in the Sandbox, and the Developers will delete such information immediately after using it in this way.
3.2.5 Communication. The Developers will not use Personal Information from the Application Users or from MERCADOLIBRE Users to send or enable sending unsolicited communications of any type. The Developers may communicate with the Application Users or send communications initiated by and on behalf of the Application Users to MERCADOLIBRE Users to facilitate a MERCADOLIBRE transaction.
4. RESTRICTED ACTIVITIES
The Developers may not use or access (nor facilitate or enable others to use or access) the Developers Program Tools or MERCADOLIBRE Content in any way not expressly permitted under this Agreement. For example, the Developers will not and the Developers will not enable others to:
4.1 Distribute, publish, or allow access or linking to the API or MERCADOLIBRE Content from any location or source other than the Application.
4.2 Enable or permit the disclosure of MERCADOLIBRE Content other than as authorized under this Agreement.
4.3 Commercialize, copy or store MERCADOLIBRE Content other than for the purposes allowed by this Agreement;
4.4 Collect Personal Information (defined in Section 3.2.1) of any MERCADOLIBRE User other than as provided in this Agreement.
4.5 Modify, decompile, reverse engineer or otherwise alter the Developers Program Tools, API or MERCADOLIBRE Content.
4.6 Use robots, spyders, scraping or other technology to access or use MERCADOLIBRE Content or the Site or MERCADOLIBRE’s services to obtain any information beyond what MERCADOLIBRE provides to the Developers under this Agreement.
4.7 Knowingly create an Application that may be used to violate MERCADOLIBRE’s General Terms and Conditions or any other MERCADOLIBRE policy, or applicable law.
4.8 Use the API in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage.
4.9 Have the Application or the Application’s use of MERCADOLIBRE Content or any of the Developers Program Tools: (i) be false, inaccurate or misleading; (ii) infringe on any third party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory or threatening; (v) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create actual or potential liability for MERCADOLIBRE or cause MERCADOLIBRE to lose (in whole or in part) the services of its ISPs or other suppliers.
4.10 Provide any data or information to MERCADOLIBRE unless the Developers represent and warrant that it is accurate and the Developers have all rights necessary to provide such data or information to MERCADOLIBRE, and for MERCADOLIBRE to use it.
5. MERCADOLIBRE’S POLICIES
The Developers and their Applications will comply with MERCADOLIBRE’s General Terms and Conditions and all applicable MERCADOLIBRE Site policies, which shall govern any issue not expressly provided for herein. In the event of a conflict between this Agreement and the MERCADOLIBRE General Terms and Conditions regarding the Developers’ use of the API, this Agreement will control.
6. MODIFICATIONS
6.1 Modification of the API, the Site and/or the Services. MERCADOLIBRE may modify the Developers Program Tools, permitted API calls, its databases, the permitted uses under this Agreement, any MERCADOLIBRE Site or service, or any of the benefits or features provided in connection with the Developers’ use of the API at any time. Modifications may affect the Application and may require the Developers to make changes to their Application at their own cost to continue to be compatible with or interface with the API or the Site or MERCADOLIBRE’s services.
6.2 Modification of this Agreement. MERCADOLIBRE may, from time to time, change the terms of this Agreement, publicly posting the amended terms on the Site. All amended terms will be effective 10 (ten) days after they are posted. Within 5 (five) days after the amendments are posted, the Developers may e-mail their unconformity therewith, leading to the termination of this Agreement and the disablement of the Developer status, Access Keys, and Application. After this five-day term, the Developers will be deemed to have accepted the amendments and the Agreement will remain enforceable upon both parties.
7. AGREEMENT MONITORING AND ENFORCEMENT
7.1 Right to Monitor and Audit. MERCADOLIBRE may monitor or audit the Application or activities relating to the Developers’ use of Developers Program Tools. The Developers will not block, seek to block, or otherwise interfere with the monitoring or audit, and MERCADOLIBRE may use technical means to overcome any methods the Developers may use to block or interfere with such monitoring. Audits may include requests for documents and information and visits to the Developers’ facilities. The Developers’ refusal to abide by or interference with MERCADOLIBRE’s efforts to audit their compliance with this Agreement shall constitute a material breach hereof.
7.2 Remedy for Breach. If MERCADOLIBRE, in its sole discretion, believes that the Developers or their service providers have breached this Agreement, or that the Developers or their service providers have engaged in fraudulent or potentially fraudulent activity, MERCADOLIBRE may take any and all steps it deems appropriate, including issuing a warning, conducting an investigation, or suspending or disabling the Developers’ API license and any other Developers Program Tools.
7.3 Corrective Action. In addition to any other available remedies, MERCADOLIBRE may, in its sole discretion, apply and/or request any other measures in or out of court as MERCADOLIBRE sees fit in the event that MERCADOLIBRE receives complaints from MERCADOLIBRE Users about the Application or the Developers’ actions.
8. OWNERSHIP AND LICENSING
8.1 Ownership. MERCADOLIBRE retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Developers Program Tools, MERCADOLIBRE Content, the Site, MERCADOLIBRE’s services, and any content MERCADOLIBRE created or derived therefrom. The Developers retain all rights, title and interest in and to all intellectual property rights associated with their Applications, excluding the aforementioned rights owned by or licensed to MERCADOLIBRE. There are no implied licenses under this Agreement, and any rights not expressly granted to the Developers hereunder are reserved by MERCADOLIBRE. The Developers will not take any action inconsistent with MERCADOLIBRE’s ownership of the Developers Program Tools, the Site, and/or MERCADOLIBRE Content. Neither party will exceed the scope of the licenses granted hereunder.
8.2 License. The Developers hereby grant MERCADOLIBRE a free license without territorial, time, or other restrictions, so that MERCADOLIBRE, in its sole discretion, may use the Developers’ trade names, trademarks, service marks, logos, and domain names for the purpose of advertising or publicizing the Developers’ use of the API. If the Developers submit a Request for their Application’s inclusion on the Site or to be hosted by MERCADOLIBRE, the Developers direct and authorize MERCADOLIBRE and its affiliates to host, link to, and otherwise incorporate the Application into MERCADOLIBRE’s services and to carry out any copying, modification, distribution, internal testing, or other processes MERCADOLIBRE deems necessary.
8.3 Competitive or Similar Materials. In no event will MERCADOLIBRE be precluded from discussing, reviewing, developing for itself, having developed by third parties, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with the Application or other products or services provided by the Developers, irrespective of their similarity to the Developers’ current products or products that the Developers may develop.
9. WORKING WITH THIRD PARTIES
9.1 Service Providers. The Developers may work with service providers as necessary to facilitate the Developers’ performance under this Agreement only if the Developers subject their service providers to all of the conditions and restrictions of this Agreement. The Developers acknowledge and agree that any act or omission by their service provider(s) amounting to a breach of this Agreement will be deemed a breach by the Developers.
9.2 Sublicensing. Except as set forth in this Section 9, all license rights (under any applicable intellectual property right) granted to the Developers by MERCADOLIBRE are not sublicenseable, transferable or assignable. The Developers may sublicense their right to display the MERCADOLIBRE Content and the API Logos to the Application Users solely to enable them to display MERCADOLIBRE Content and the API Logos on their computer screens or websites through the Application; provided that:
9.2.1 All calls initiated by the Application Users will be made through the Developers’ Access Keys.
9.2.2 All API calls initiated by the Application Users will count towards the maximum number of calls (if any) permitted under the API licensing.
9.2.3 All fees due (if any) for all API calls initiated by the Application Users will be paid by the Developers.
9.2.4 The Application Users will have no programmatic control over the API.
9.2.5 The Developers will enter into a binding agreement with each of the Application Users that includes the following terms:
9.2.5.1 It will bind the Application Users to this Agreement (excluding the right to sublicense and indemnification obligations).
9.2.5.2 It will require the Application Users to acknowledge MERCADOLIBRE’s rights in the Developers Program intellectual property as laid out in this Agreement.
9.2.5.3 It will make MERCADOLIBRE a third-party beneficiary to the Developers’ agreement, provided however that MERCADOLIBRE will be entitled to demand specific performance directly from the Application Users.
9.2.5.4 It will make the sublicense terminable at any time.
9.3 Breach by the Application Users. MERCADOLIBRE will have the right, in its sole discretion, to directly enforce any term of the sublicense agreement against the Application Users, including termination. The Developers acknowledge and agree that any act or omission by the Application Users amounting to a breach of this Agreement will be deemed a breach by the Developers.
10. FEES AND PAYMENTS
10.1 Fees. If applicable, the Developers agree to pay any fees charged under this Agreement, and such fees may be fixed or modified at any time. If MERCADOLIBRE introduces a new API service or feature, the fees for that service or feature, if any, are effective at the launch of the service or feature. Usage fees, if any, will be invoiced on a monthly basis for activity from the previous calendar month. In addition to the API fees, the Developers will be responsible for all other fees associated with the use of any MERCADOLIBRE Site or service. All fees payable by the Developers under this Agreement will exclude, and the Developers will pay, any taxes associated with such fees, the Application, or this Agreement.
10.2 Payments. All fees must be paid within thirty days of the invoice date; MERCADOLIBRE may terminate this Agreement without notice to the Developers if they fail to pay. All payments are non-refundable, whether or not the Developers use the service purchased.
11. AVAILABILITY, SECURITY AND STABILITY
MERCADOLIBRE makes no guarantees with respect to the availability or uptime of any Developers Program Tools, the Sites or MERCADOLIBRE’s services. MERCADOLIBRE may conduct maintenance on or stop providing any the Developers Program Tools, the Site, or its services, at any time with or without notice to the Developers. MERCADOLIBRE may change the method of access to the Developers Program Tools at any time.
In the event of degradation or instability of MERCADOLIBRE’s system or an emergency, MERCADOLIBRE may, in its sole discretion, temporarily suspend the Developers’ access to the Developers Program Tools or the Site and MERCADOLIBRE’s services under this Agreement. The Developers’ continued access to the Developers Program Tools and MERCADOLIBRE Content is subject to the Developers’ compliance with the API Security Standards in Exhibit A, incorporated herein by this reference.
12. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
Except as expressly stated herein, MERCADOLIBRE disclaims all warranties and conditions, express, implied or statutory, including the implied warranties of availability, fitness for a particular purpose, non-infringement, or merchantability. MERCADOLIBRE does not represent or warrant that any MERCADOLIBRE Site, service, or developers program tool will operate securely or without interruption. All logos, products and services provided by MERCADOLIBRE hereunder are provided “as is” and “as available.” The Developers acknowledge that they have not entered into this agreement in reliance upon any warranty or representation except those specifically set forth herein. MERCADOLIBRE will have no liability for consequential, direct, or indirect damages or loss of profits, nor will MERCADOLIBRE be under a duty to pay any type of compensation.
The Developers acknowledge and accept that the limitations of liability set forth herein are an essential part of the Agreement and, therefore, they are reasonable inasmuch as they are indispensable for maintaining the business terms and conditions hereof.
13. INDEMNIFICATION
The Developers will indemnify, defend and hold MERCADOLIBRE, its directors, managers, administrators, employees, agents, consultants, subsidiaries, partners, affiliates, and licensors harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to (i) use of the Developers Program Tools; or (ii) the development, maintenance, use and contents of the Application, including but not limited to any infringement of any third-party proprietary rights; or (iii) the violation of any of the Developers’ obligations hereunder; or (iv) the falseness or inaccuracy of any representations made by the Developers under this Agreement.
14. TERM AND TERMINATION
14.1 Term. The term of this Agreement will begin on the date on which the Developers register at MercadoLibre and accept this online Agreement, which will be terminated in accordance with the relevant provisions contained herein.
14.2 Termination. This Agreement will terminate automatically without notice if the Developers fail to comply with any of its terms. The license that is granted hereunder is dependent on the Developers’ compliance with this Agreement and terminates automatically if the Developers fail to comply with its terms. MERCADOLIBRE reserves the right to terminate this agreement or suspend or discontinue the Developers’ access to the API, or any portion or feature thereof, for any or no reason and at any time with or without notice to the Developers and without liability to the Developers, their providers, the Application Users, or third parties.
14.3 Effect of Termination. Upon termination of this Agreement for any cause, the Developers’ Access Keys will be revoked, all licenses granted hereunder will terminate, and the Developers will pay all past-due fees, if any. The Developers will destroy all their intermediate copies of MERCADOLIBRE Content and Personal Information (as defined in Section 3.2.1) within ten days of termination and provide written proof of destruction to MERCADOLIBRE upon request.
14.4 Survival. The following Sections will survive any termination of this Agreement: [1] Definitions, [3] MERCADOLIBRE Content, [4] Restricted Activities, [5] MERCADOLIBRE’s Policies, [8.1] Ownership and Licensing, [10] Fees and Payments, [12] Disclaimer of Warranties & Limitation of Liability, [13] Indemnification, [14.4] Effect of Termination, [15] Confidentiality, [16] Publicity, [17] Miscellaneous.
15. CONFIDENTIALITY
“Confidential Information” will include all information provided by MERCADOLIBRE to the Developers under this Agreement, including, without limitation, Developers Program Tools, MERCADOLIBRE Content, and Access Keys. The Developers will not use or disclose Confidential Information other than as required to perform under and permitted by this Agreement. The Developers’ confidentiality obligations will survive the termination of this Agreement for up to three years. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that MERCADOLIBRE will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information provided by the Developers to MERCADOLIBRE hereunder is considered by MERCADOLIBRE to be non-confidential. MERCADOLIBRE has no duty, express or implied, to pay any compensation for the disclosure of any such information provided by the Developers to MERCADOLIBRE. The Developers acknowledge and agree that any information they provide to MERCADOLIBRE is solely to consider a business relationship under this Agreement and the Developers have no expectation of payment.
16. PUBLICITY
The Developers will not make any public statement regarding this Agreement, the terms of this Agreement, any aspect thereof, the Developers Program Tools, or the MERCADOLIBRE Developers Program without MERCADOLIBRE’s prior written approval which may be withheld in MERCADOLIBRE’s sole discretion. The Developers permit MERCADOLIBRE to make public statements about their use of the Developers Program Tools or participation in the MERCADOLIBRE Developers Program.
17. LAW AND VENUE
This Agreement will be construed as if both parties jointly wrote it, governed by the legislation of the Republic of Argentina. Any dispute arising in connection with this Agreement, its existence, validity, interpretation, scope, or performance will be arbitrated by the Business Mediation and Arbitration Center (Centro Empresarial de Mediación y Arbitraje), pursuant to the applicable rules of that arbitration body. The venue of the arbitration will be the city of Buenos Aires and the proceedings will be conducted in Spanish.
18. MISCELLANEOUS
The Developers acknowledge and agree that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and any conflicting or additional terms contained in other documents or oral discussions are void. The Developers may grant approvals, permissions and consents to MERCADOLIBRE by email, but any modifications by the Developers to this Agreement must be made in a writing (not including email) executed by both parties. MERCADOLIBRE may refuse to execute any such writings in MERCADOLIBRE’s sole discretion. Any notices to MERCADOLIBRE must be sent to its corporate headquarters address as set forth in the General Terms and Conditions, and are deemed given upon receipt by MERCADOLIBRE. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and the remaining provisions of the Agreement will remain in full effect. The Developers may not assign this Agreement without the prior express written permission of MERCADOLIBRE. Conversely, MERCADOLIBRE may assign this Agreement, in whole or in part, without the Developers’ consent. The Developers and MERCADOLIBRE are not legal partners or agents, but are parties to a contract.
Exhibit A API Security Standards
The Developers will comply with the following API Security Standards (“Security Standards”):
1. Security Audits
1.1 Audit. MERCADOLIBRE reserves the right to periodically audit the Systems to ensure compliance with the requirements of this Exhibit. Non-intrusive network and application security scans may be performed randomly without prior notice.
1.2 Audit After a Security Breach Incident. For purposes of these Security Standards, a “Security Breach” is defined as a breach of security of the Developers’ facility, systems or site where MERCADOLIBRE Content or MERCADOLIBRE User Data has been acquired by an unauthorized person. In the event of a Security Breach, MERCADOLIBRE may suspend or terminate the Developers’ access to the API and MERCADOLIBRE Content and MERCADOLIBRE may conduct a security audit.
1.3 MERCADOLIBRE’s Results and the Developers’ Response. MERCADOLIBRE will provide the Developers with detailed results of any security audit performed by MERCADOLIBRE pursuant to these Security Standards. The Developers will be granted thirty (30) days to resolve any issues MERCADOLIBRE has identified through a security audit. Should the Developers fail to resolve such identified issues, MERCADOLIBRE may immediately suspend or terminate the Developers’ access to the API and MERCADOLIBRE Content without notice.
Security Precautions: Best Practices. The Developers agree to adhere at all times to reasonable security practices, as specified in current industry literature on topics relevant to the Developers’ interaction with MERCADOLIBRE. In the event such best practices conflict with these Security Standards, the Developers will comply with these Security Standards.
Data Security: Data Storage. The Developers agree to maintain reasonable safeguards to protect the security of the following information, whether provided by a MERCADOLIBRE User to the Providers or obtained from MERCADOLIBRE through the API:
a. MERCADOLIBRE User e-mail addresses
b. Authentication tokens
c. MERCADOLIBRE User ID (includes API Developer ID, Application ID, and Certificate ID)
d. Any other MERCADOLIBRE User data
At no time will the Developers collect or store MERCADOLIBRE User passwords, credit card numbers, financial information, Social Security Numbers, Driver’s License numbers, or State Identification Card numbers, in any form. MERCADOLIBRE User IDs used to authenticate access to the API must be kept secret and confidential and under no circumstances be exposed to the public. If MERCADOLIBRE believes that MERCADOLIBRE User IDs have been compromised, MERCADOLIBRE reserves the right to immediately terminate access and issue a new MERCADOLIBRE User ID to the Developers.
Montevideo 29/01/2025 Versión 1.2
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