If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the OpenGraphr API. You acknowledge that this API TOS is a contract between you and OpenGraphr, even though it is electronic and is not physically signed by you and OpenGraphr, and it governs your use of the OpenGraphr API.
As long as you follow this API TOS, OpenGraphr grants you a limited, non-exclusive, non-assignable, non-transferable license to use the APIs to develop, test, and support any software application, website, or product, and to integrate the OpenGraphr APIs with your Application. Your license is subject to the limitations set forth in Section 4.2 through 4.11 and Section 9 below, and you agree that violation of Section 4 will automatically terminate your license to use the OpenGraphr APIs.
Use of APIs and OpenGraphr Data
The following identifies limitations on use related to the OpenGraphr API:
- Applicable laws or agreements. You may not use the OpenGraphr API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this API TOS or OpenGraphr’s other agreements to which you are subject.
- Scope of acceptable use. You may not use the OpenGraphr API or any other technology in a manner that accesses or uses any information beyond what OpenGraphr allows under this API TOS or the Documentation; that changes the OpenGraphr Service; that breaks or circumvents any of OpenGraphr’s technical, administrative, process or security measures; that disrupts or degrades the performance of the OpenGraphr Service or the OpenGraphr API; or that tests the vulnerability of OpenGraphr’s systems or networks.
- Malware. You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
- Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the OpenGraphr API or portion thereof;
- Functionality. You may not use the OpenGraphr API to replicate or compete with core products or services offered by OpenGraphr. You acknowledge and agree that OpenGraphr has or may in the future offer products or services that are similar to your Application, and nothing will prevent OpenGraphr from doing so;
- Commercial Use. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to the OpenGraphr API.
- Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of OpenGraphr API, or otherwise use the OpenGraphr API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this API TOS or the Documentation.
- Distribution of your application. You may not distribute or allow access to the OpenGraphr APIs to anyone other than, if applicable, the company on whose behalf you entered into this API TOS. Anyone who wants to access our APIs must agree to be bound by this API TOS.
- Use of OpenGraphr Brand or Marks. You must not use the OpenGraphr Brand in a way that suggests your service is endorsed by, sponsored by, or associated with OpenGraphr.
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) OpenGraphr APIs, Documentation, and all elements and components thereof; (2) Data; (3) OpenGraphr Services; and (4) Brand Features (collectively, the “OpenGraphr Materials”). Except for the express licenses granted in this API TOS, OpenGraphr does not grant you any right, title, or interest in the OpenGraphr Materials. You agree to take such actions as OpenGraphr may reasonably request to perfect OpenGraphr’s rights to the OpenGraphr Materials.
Term and Termination
- Duration of Terms. This API TOS will go into effect on the date upon which you agree to them, by accessing or using the OpenGraphr API, and will continue until terminated as set forth herein.
- Your Right to Terminate. You may terminate this API TOS by discontinuing use of our APIs.
- Suspension; Termination. We may limit your Application’s access to the OpenGraphr API if your use is found, solely at our discretion, to be non-compliant with our Acceptable Use Policy or the Terms of Service stated in this document.
- Effect of Termination. Upon termination of this API TOS:
- i. All rights and licenses granted to you will terminate immediately;
Other Important Terms.
- Modification of the API TOS. We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion. If we make a material change to this API TOs, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the OpenGraphr API. If any change in unacceptable to you, then your only recourse is to cease all use of the OpenGraphr API. Your continued access or use of the OpenGraphr API will mean that you agree to the updates and modifications.
- Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:
- OpenGraphr Terms of Service
- OpenGraphr Acceptable Use Policy
- In the event of any conflict between the content in this document and the above documents, this document controls your use of the OpenGraphr APIs.
Disclaimer of Warranties; Limitation of Liability; Indemnity
- NO WARRANTIES. THE OpenGraphr API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND OpenGraphr EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT OpenGraphr DOES NOT WARRANT THAT THE OpenGraphr API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE OpenGraphr API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM OpenGraphr OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.
- LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL OpenGraphr BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, OpenGraphr’s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Indemnity. You agree to defend, hold harmless and indemnify OpenGraphr, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Application, OpenGraphr API or Data, use of OpenGraphr Brand, or violation of this API TOS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
General Legal Terms
- Severability. If any provision of this API TOS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way.
- Language. Where OpenGraphr has provided you with a translation of the English language version of this API TOS or any document referenced in this API TOS, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
- Notice and Service of Process. We may notify you via postings on the Developer Site or via the email address associated with your Application or OpenGraphr Service account. OpenGraphr accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.
- Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and OpenGraphr regarding the OpenGraphr APIs 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 this API TOS.
- No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this API TOs by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any OpenGraphr affiliate shall be deemed legally binding on any OpenGraphr affiliate, unless documented in a physical writing hand signed by a duly appointed officer of OpenGraphr.
- Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or OpenGraphr Service or any OpenGraphr APIs, or other material used or displayed through the OpenGraphr Developer Site or OpenGraphr Service.
- Assignment and Delegation. You may not assign or delegate any rights or obligations under this API TOS, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this API TOs, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, OpenGraphr Technologies, Inc. for any third party that assumes our rights and obligations under this API TOs.
- Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside Spain.
- How to Contact Us. If you have questions or comments about this API TOS, or wish to make use of our OpenGraphr API in any way not permitted by this API TOS, please contact us via email at email@example.com.