Effective as of March 29, 2019

These API Terms and Conditions of Use (these “Terms”) govern access and/or use, directly or through any application, robotic process, middleware, website or other software (an “Application”) of an application programming interface (or similar technology), software and/or other functionality and their associated tools and documentation (an “API”) made available by us or through our developer portal at https://developers.cemexgo.com (the “Developer Portal”) or through CEMEX Go, any data accessible through any API (“Data”), and/or any service and/or function accessible through or performed by any API (a “Service”) (along with the APIs and the Data, the “Resources”). By accepting these Terms, you agree for yourself and on behalf of the person(s) and entity(ies) that you have registered for use of APIs (collectively “you” or “your”) that these Terms form a legal agreement between you and CEMEX, S.A.B. de C.V. (“CEMEX”, “we”, “us”, or “our”).

By accessing, downloading, using, developing or otherwise interacting with any API, Data or Service (each, a “Resource”), either by you or by your Applications, you acknowledge that you have read, understand, and agree to be bound by and comply with these Terms and any other document referenced within these Terms as of the date of such interaction. If you do not agree to these Terms, you may not access or use any Resource.

Access to and/or use of certain Resources may be subject to additional terms and conditions, which may include payment of fees (“Additional Terms”). When you access or use such Resources, the applicable Additional Terms will apply and be deemed incorporated into these Terms. In case of conflict between such Additional Terms and the provisions found in these Terms, the Additional Terms shall control.

If you have executed another agreement with us related to the access or use of any API, then the terms of such agreement will supersede any provision to the contrary found in these Terms.

I. SCOPE

Access to the following types of APIs is as follows:

II. LICENSE

We grant you a royalty-free, limited, non-exclusive, non-transferable, non-sublicenseable, revocable license (the “License”) to access and use the APIs to develop, test, connect with, and support your Application for your benefit, subject to these Terms, including your satisfaction of all registration, payment and/or other requirements to the extent applicable to particular Resources under Additional Terms. In addition, your access and use of Partner APIs and Private APIs is subject to any restrictions, terms and conditions of your existing agreements with us that would apply if you were obtaining the Services or the Data other than through APIs. We reserve all other rights to the Resources. Except for the License, no rights or licenses, express or implied, are hereby granted to you with respect to any intellectual property rights or under any of our patents, copyrights or trade secrets as a result of, or related to, these Terms or our course of dealing with you hereunder.

III. ACCESS

In order to access and use any Resource, you must first register in the Developer Portal, generate a password that complies with our password requirements, and comply with any additional authentication and/or authorization methods that we implement for accessing and/or using such Resource. You must not share, disclose, or provide access to your password nor any other authentication and/or authorization data with anyone and, if you suspect your account or password are compromised, you agree to immediately change your password, and any other authentication and/or authorization data if possible, and notify us promptly (but in any case, within 24 hours) of the suspected compromise or unauthorized access. You shall be fully responsible for all the activity performed with any Resource using your access credentials.

Access and use of any Partner APIs and Private APIs is restricted and you must have the proper authorization by CEMEX in order to access or use such APIs.

We reserve the right to limit access to and/or use of any Resource, including by restricting the number, frequency, usage dates and times, any currency amount and/or volume of access requests, uses, services, functions, data and/or any other form of Resource content or services. If and when we inform you of such limitations, you shall be obligated to comply with them. We may inform you by posting the limitations on the Developer Portal, by communications of our approval of your access to and use of Resources to the email address that we have on file for you, or otherwise. Such limitations are subject to change at any time in our sole discretion.

We may audit your access to and/or use of Resources. You agree to cooperate with any such audit by providing information and making documentation available us as we may reasonably request in order to determine, among other things, if the entity that you represent is validly incorporated and currently existing, if you are properly authorized to enter into agreements on behalf of such entity and if you and/or the entity you represent are subject to sanctions by any governmental authority.

IV. RESTRICTIONS

You agree that you will not:
a. Modify, obscure, circumvent or disable any element of any Resource, or any access control features;

b. Disrupt, interfere with, or adversely impact the access or use of a Resource by us or others, including interfering with or disrupting the servers or networks connected to any Resource, or disobey any requirements, procedures, policies or regulations of networks connected to any Resource;

c. Transmit or perform any actions that may introduce any viruses, worms, defects, Trojan horses, or any other malware through your access to or use of any Resource;

d. Use any Resource for any illegal purposes, in any manner which would violate these Terms, in violation of any laws or regulations regarding privacy or data protection, or in any manner that may expose us or any other use of the Developer Portal to risk of a security incident or any legal liability;

e. Infringe, misuse or claim ownership of any intellectual property belonging to CEMEX and/or any of its affiliates or licensors;

f. Remove or modify any legal, copyright, trademark or other proprietary rights notices contained in or on any Resource;

g. Use any Resource in any manner that, as determined by CEMEX in its sole discretion, constitutes abusive usage

h. Use any Resource in any manner that offers, permits or promotes gambling, involves the sale of tobacco or alcohol to minors, or that is offensive, abusive, libelous, harassing, threatening, discriminatory, vulgar, pornographic, unethical, unlawful (or that promotes unlawful behavior), or that is otherwise inappropriate as determined by CEMEX in its sole discretion;

i. Exceed or circumvent limitations on access to or use of any Resource, including by creating multiple Applications for identical, or largely similar, usage;

j. Revise, change, modify or alter any Resource (or its appearance) to render its content or any services provided by or through it unfair, deceptive, abusive, false or misleading;

k. Reverse engineer, reverse compile, decrypt, deobfuscate, unmask, or reverse assemble all or any portion of the any Resource; or

l. Attempt to re-identify any de-identified or anonymized data.

V. SECURITY MEASURES

You agree to provide to us any documentation or other requirements reasonably needed to authorize your Applications to use any Resource. Only authorized Applications are allowed to use any Resources once onboarding process has been completed successfully. CEMEX reserves the right to provide or deny access to the Resources based on the fulfillment of the security and legal requirements, including without limitation any requirement mentioned in Section III (Access). You will only use credentials assigned by us to access the Resources and you will not misrepresent or mask either your identity or your client's identity when using any Resources.

Applications must be developed using at least basic security standards to ensure code does not contain harmful logic, CEMEX reserves the right to request evidence of secure development practices used during application development and deny or revoke access to any or all Resources for Applications we deem risky.

Third-party network, operating system, web servers and databases must be properly configured to securely operate the Applications and process any Resources. CEMEX reserves right to request evidence to verify the use of security standards in the Application architecture and deny or revoke access to any or all Resources if minimal security conditions are not met.

Applications must be protected from unauthorized access to avoid information disclosure and/or inappropriate or illegal use from users or otherwise. We recommend you use industry standard authentication mechanisms to protect your Applications that use any Resources. You should also validate that a proper user profiling is used in your Applications to prevent users from having higher privileges than required. Additionally, all users’ identification data stored by your Applications, must be properly secured using data masking, encryption or any other industry standard data protection measures.

VI. YOUR APPLICATION

You are solely and entirely responsible for your Application (including any actions taken and/or any claims made by others related to your Application), including your Application's development, operation, maintenance, compliance with all applicable local, state, federal and international laws and regulations, and all materials that appear on or within your Application. For example, you are solely and entirely responsible for:
a. Disclosing how you (and, as necessary, obtaining consent to) collect, use, store, and disclose data on your Application through a privacy policy or otherwise, including, where applicable, that third parties (including advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' and users’ browsers;

b. Creating and posting, and ensuring the accuracy, quality, integrity, legality, reliability, completeness, and appropriateness of information posted on your site and/or Application;

c. Ensuring the accuracy, quality, integrity, legality, reliability, completeness, and appropriateness of any and all data you, and/or your Application provide to us under these Terms, including data provided to us in the context of your and your Application's access and/or use of Resources;

d. Using and/or displaying any Resource in compliance with these Terms and with any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);

e. Using and/or presenting any Resource on or within your site in a manner that does not infringe, violate, or misappropriate the rights of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);

f. Compliance with all applicable laws (including consumer protection laws, intellectual property laws, data protection laws, and export laws);

g. The technical operation of your Application; and

h. Any damages arising from any acts or omissions by any user of your Application to the same extent you are liable under these Terms.

VII. APPLICATION FUNCTIONALITY

If the Resource includes hyperlinks to our or any of our affiliates’ website, the Application must use the complete, unaltered URL as the HREF or comparable functional link for proper tracking and functionality. Promptly upon request and/or during any incident response process, you agree to provide us reasonable access to your Application, documents, information, employees, subcontractors, and your third-party agents. If an Application can only be accessed through accounts that are not generally made available to the public, on request, you will provide to us at least one free account, to facilitate our ability to access your Application. You will diligently and promptly correct any material bugs or faults in your Application that cause it to incorrectly access, use or display all or any part of any Resource. You agree not to at any time prevent or restrict us from any use, functionality, or display of any Resource in any manner, for any purpose, with any user, in any application, or in any medium, now known or later developed.

VIII. SANDBOX

We grant you a limited right to access and use the Resources designated the Developer Portal as being for test purposes (the “Sandbox”) to develop, test, connect with, and support your Application's access and use of the Resource. You have only a right of limited access and use to the Sandbox in accordance with these Terms and in such manner as to keep them free of all claims from any source whatsoever. You agree not to: (i) distribute, disclose, publish, market, sell, rent, lease, sublicense or assign to any third party any access information to which you have access through the Sandbox unless otherwise specifically authorized under these Terms; or (ii) represent to any third party that simulated transactions conducted using the Sandbox are real.

You acknowledge and agree that we may, in our sole discretion, modify the Sandbox or any Sandbox data. Any modification to the Sandbox or Sandbox data will be posted on the Developer Portal. CEMEX is not responsible for any malfunction and/or loss and/or change in functionality and/or proper access and use by your Application of the Sandbox either due to the aforementioned modifications or otherwise.

IX. SUPPORT

We make no promises or claims related to the availability or uptime of any Resource. These Terms do not entitle you to any support, technical assistance or training for any Resource. If we, in our sole discretion, provide you with any support, technical assistance and/or training, we may stop providing such support, technical assistance and/or training to you at any time without notice. You are solely responsible for providing all support and technical assistance of your Applications. You acknowledge and agree that we have no obligation to provide any support, technical assistance or training to your users, and you shall not represent that we are available to provide such support, technical assistance or training.

X. PROPRIETARY RIGHTS

You acknowledge that the Resources are owned by us and/or our licensors and are protected by the copyrights, trademarks, service marks, patents, data rights, publicity or privacy rights and/or other intellectual property rights. Without limitation of the foregoing, as between us and you, CEMEX shall retain all right, title and interest in and to the Resources, and you will not acquire ownership of any of the Resources. Any Data downloaded by you will remained owned by us. Furthermore, we retain the right to incorporate into any Resource any improvement made by you, and if incorporated into the any Resource, such improvement shall form part thereof and shall become our intellectual property, and we shall not be obligated to provide financial compensation to you or any other person in connection with such improvement. You recognize the validity, good will and economic value of all our intellectual property rights, so in the event of an actual or threatened breach of these Terms or of the permitted uses of the Resources that would diminish or impair our intellectual property rights in any way, we shall be entitled to an injunction restraining you from such breach and this shall be in addition to any other rights or remedies that we may have.

XI. WARRANTIES

You represent and warrant that as of each use or access to any Resource: (a) you are a resident of the United States of America or Mexico; (b) you have the legal capacity, right and authority to agree to and be bound by these Terms; (c) your Application is intended to be accessed and used solely in the United States and/or Mexico; (d) you are not subject to sanctions by the U.S. Office of Foreign Assets Control or any other governmental authority in any country; (e) you have the right to use, reproduce, transmit, publicly display, publicly perform, and distribute your Application without additional consents or approvals; (f) use of your Application in accordance with the Application’s terms of use will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law,; and (g) you will comply with all applicable local, state, federal, and foreign laws, including any laws or regulations relating to privacy and data protection in connection with its performance under these Terms.

XII. INDEMNIFICATION

You shall indemnify, defend and hold harmless CEMEX and its successors and assigns, subsidiaries, affiliates and all officers, directors, owners, agents, information providers, licensors and licensees of the foregoing (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties related to your Application, or any third party’s use of the Application (whether in whole or in part) to access or use any Resource (even if such activity is fraudulent), or any third party’s use of any Resource (even if such activity is fraudulent), or in connection with any claim arising out of any breach by you or any third party using an Application or acting through you of these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and, if we do so, you shall cooperate with us as fully as reasonably required in the defense of any such claim. These indemnification provisions and the rights or obligations granted by or through it are in addition to any other rights or obligations in these Terms and shall not be construed to provide an exclusive remedy.

XIII. DISCLAIMER

THE RESOURCES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, COMPLETENESS, AVAILABILITY OR PERFORMANCE OF THE RESOURCES. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR ACCESS AND USE OF ANY RESOURCE, INCLUDING ANY COMPUTER SYSTEM OR ANY LOSS OF DATA.

XIV. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS AND/OR USE OF DELAY IN ACCESSING AND/OR USING, OR INABILITY TO ACCESS AND/OR USE ANY RESOURCE. IF THIS LIMITAION OF LIABLILTY OR EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, OUR MAXIMUM AGGREGATE LIABILITY FOR ANY TYPE OF DAMAGE SHALL BE LIMITED TO ONE THOUSAND U.S. DOLLARS. YOU ACKNOWLEDGE THAT WITHOUT THIS MATERIAL TERM THAT CEMEX WOULD BE UNWILLING TO OFFER ACCESS TO THE RESOURCES AT THE APPLICABLE PRICES.

XV. PERSONAL DATA

For purposes of these Terms, “Personal Data” shall mean information relating to an identified or identifiable natural person. To the extent either party processes Personal Data received from the other party, the parties agree that such processing shall be governed by the CEMEX Developer Portal and APIs Privacy Statement at https://www.cemexgo.com/public/privacy (the “Privacy Statement”), you must comply and require any person to whom you provide any Data that includes Personal Data with such Privacy Statement.

In addition to the foregoing, Parties must comply with all applicable data privacy laws regarding Personal Data being processed in relation to the access or use of any Resources, or otherwise any activity carried out under these Terms.

XVI. CONFIDENTIALITY

All access credentials and non-public information included in the Resources disclosed to you and Data provided to you through APIs are our confidential and proprietary information ("Confidential Information"). You agree not to disclose any Confidential Information to any third party (including your affiliates) without our prior written consent.

You agree to use commercially reasonable means to maintain the confidentiality of Confidential Information in your possession or contained in your Application, but in no circumstances means that are less stringent than those required by law or that you use to safeguard your own confidential or proprietary information (whichever means are more stringent). If you are subject to a separate confidentiality or non-disclosure agreement with us that imposes a more stringent obligation, those obligations will prevail over this obligation.

If you register in the Developer Portal, we will keep confidential the information you provide to us in connection with your application to obtain access; however, subject to applicable laws, we may disclose such confidential information to our, and/or our affiliates’, officers, employees, consultants and legal advisors who have a "need to know”. You also acknowledge and agree that we may be required to disclose your confidential information if required by a judicial, administrative, governmental, or similar request. Other than the foregoing, we shall have no obligation whatsoever to keep confidential any data you provide to us under these Terms.

XVII. MODIFICATIONS

We may modify these Terms at any time by posting changes on the Developer Portal. Your continued access or use of the services after such posting confirms your consent to be bound by the Terms, as amended. The changes will only apply with respect to your access to or use of the Resources after such changes become effective. If at any time you find these Terms to be unacceptable and do not agree with them, you thereafter will have no right to use or access the Resources.

You acknowledge and agree that we may, in our sole discretion, amend or modify any Resource from time to time (a "Modification"). Any Modification will be posted on the Developer Portal. You shall, within ten (10) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) (the "Conformance Period") comply with such modification(s), if applicable, by implementing and using the most current version of the Resource and making any changes to Application(s) that may be required as a result of such Modification(s). You acknowledge that a Modification may have an adverse effect on Application(s), including: (a) changing the manner in which Applications communicate with the Resource; (b) changing the manner in which Applications request, receive, access, display, transmit, and/or use any Data; and/or (c) changing the contents or functions associated with a particular Resource. We shall have no liability of any kind to you or any user of your Applications with respect to such Modifications or any adverse effects resulting from such Modifications. Your continued access to or use of any Resource following the Conformance Period shall constitute binding acceptance of the Modification(s) at issue.

XVIII. TERMINATION

The term hereof will commence on the date upon which you agree to these Terms and continue in effect until terminated by either party. We, in our sole discretion, may terminate or suspend your access to all or part of the Resources, including any service or feature of such Resources, for any or no reason and with no prior notice to you. You may terminate these Terms by discontinuing any use of the Resources, including any use by your Applications. Upon termination of these Terms for any reason, the License will likewise terminate and you shall immediately cease using the Resources.

The following sections of these Terms shall survive any termination, Section VII (Application Functionality), Section X (Proprietary Rights), Section XII (Indemnification), Section XIV (Limitation of Liability) and Section XVI (Confidentiality). Also, any other provision that must survive in order to give proper effect to its intent shall survive the expiration or termination of these Terms.

XIX. JURISDICTION

These Terms shall be governed by the laws of the State of Nuevo Leon, Mexico without regard to conflict of laws rules, and you hereby give your consent to have any action or dispute between you and us resolved exclusively within the jurisdiction of the courts located in the city of Monterrey, Nuevo Leon.

XX. MISCELLANEOUS

a. Relationship. No joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms and/or your use of any Resource.

b. Authority. The person accepting these Terms on behalf of each party represents and warrants that he or she has been duly authorized by that party to accept the agreement and thereby bind it to these Terms. The parties agree that these Terms shall be effective as of the date accepted by you.

c. Assignment and Waiver. We may assign these Terms at our discretion. You may not assign, sublicense or transfer these Terms or the License in whole or in part to anyone else. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.

d. Entire Agreement. These Terms, including any documents incorporated into these Terms by reference, constitute the entire agreement between you and CEMEX regarding the subject matter of these Terms and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.

e. Severability. These Terms are severable and may be construed to the extent of their enforceability in light of the parties’ mutual intent.

f. Construction. The titles and subtitled used in these Terms are used for convenience only and are not to be considered in construing it. In these Terms the words “including” and “include” mean “including, but not limited to” and introduce a non-exclusive example or examples.

g. Notices. Notices required or permitted hereunder that are intended for you and not all users of Resources will be sent to you at the most recent email address on file with us. Notices to us shall be sent to:

P&IT Vice-presidency
CEMEX
Ricardo Margain Zozaya # 325, Col. Valle del Campestre,
66265 San Pedro Garza Garcia, N.L., Mexico
+52 (81) 8888-8888
e-mail: cemexgo.developerscenter@cemex.com