These Terms of API (the “Terms”) apply to and govern the use of Comeet’s Application Programming Interface (the “API”).
- Your relationship with Comeet
These Terms are an agreement between you and Comeet Technologies Inc. (“Comeet”).
- Accepting the Terms
Please read these Terms carefully as you will be deemed to have agreed to these Terms by accessing or using the API. If you do not agree to these Terms do not access or use the API.
- Applicability of the Terms
These Terms will apply even if you have signed another agreement with Comeet which would otherwise limit the applicability of these Terms to you through an “Entire Agreement” or similar clause. References to “you” in these Terms include the legal entity on whose behalf you are acting (the “Organization”), and you represent that you have the authority to accept these Terms on the Organization’s behalf.
- About the API
The APIs Comeet makes available to you enable you to integrate your application or service with Comeet’s platform, and access certain data or information through the Comeet platform (the “Data”).
- Using the API and the Data
- Subject to these Terms and the API’s technical restrictions and limitations, you may access and use the API, strictly for and on behalf of the Organization and only for the purposes we have specified for that API, as published from time to time on this webpage.
- Use of the API is subject to prior testing by the Organization to ensure that the API is compliant with Organization’s application and that such use will not adversely impact the Organization’s applications or its end-users.
- You are solely responsible for all costs, expenses, losses and liabilities incurred and for all activities you undertake in connection with the use of the API and the Data. You assume sole and exclusive responsibility to carry out such actions as you deem appropriate as a result of the Data. Comeet has no responsibility or liability, regarding your reliance upon, or use of, Data, the actions or omissions you take (or refrain from taking) in connection with the Data, or any consequences resulting therefrom.
- WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE API, AS WELL AS MISUSE OF THE API. WE MAY SUSPEND OR TERMINATE YOUR ACCESS TO OR USE OF THE API, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE API.
- You must strictly follow and adhere to the API guidelines and instructions that we convey with respect to each API.
- You may use the API only if the resulting use adds significant and primary functionality over and beyond the features of the API that you integrate, include or combine.
- Except as relevant law may otherwise require to be permitted, you may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the API, or otherwise attempt to discover its underlying code, structure, implementation or algorithms.
- You may not use the API in order to develop, or create, or permit others to develop or create, a product or service similar or competitive with the API.
- You may not perform or attempt to perform any of the following in connection with the API: (i) breach the security of the API, identify, probe or scan any security vulnerabilities in the API, or accessing Data not intended for you or the Organization; (ii) interfere with, circumvent, manipulate, overload, impair or disrupt the operation, or the functionality of the API; (iii) work around or circumvent any technical limitations in the API; (iv) use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the API; (vii) impersonate any person or entity, or make any false statements pertaining to your identity; (viii) collect or process information or data about the API’s users; (ix) use the API in a scope or manner that may adversely impact the availability, stability or responsiveness of the API; (x) forge any TCP/IP packet header or any part of the header information in any email; (xi) send any virus, worm, Trojan horse or other malicious or harmful code or attachment (xii) transmit, or attempt to transmit spam messages or communications.
- You may not use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the API. The foregoing shall not apply to acts of scraping, harvesting, collecting or compiling content through the API’s official, documented API, to the extent that the API’s documented functionalities and purposes are consistent with such activities.
- YOU MAY NOT USE THE API OR THE DATA: (A) FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW, INCLUDING LAWS RELATED TO EXPORT CONTROL, SPAMMING, PRIVACY, INTELLECTUAL PROPERTY, COMPUTER ACCESS, CONSUMER AND CHILD PROTECTION, OBSCENITY OR DEFAMATION; OR (B) IN ANY MANNER THAT IS HARMFUL, THREATENING, ABUSIVE, HARASSING, TORTIOUS, DEFAMATORY, VULGAR, OBSCENE, LIBELOUS OR SIMILARLY OFFENSIVE.
- Data. You acknowledge and agree that the Data may include personal data or personally identifiable information subject to applicable data retention, data privacy, data protection and data processing laws and regulations. The Organization represents and warrants that it will process the Data in full compliance with applicable laws and regulations (including data protection or data processing laws and regulations). You acknowledge and agree that the Data is owned by Comeet or the respective Comeet customer. You may not pass on the Data or make it available to other parties.
- Fees. In consideration for the API provided to you pursuant to these Terms, you will pay Comeet the fees, if applicable, set forth in the Incorporating Agreement, in accordance with the schemes, amounts, periods and payment terms set forth therein.
- Term and Termination
- These Terms shall continue in full force and effect until terminated pursuant to this section.
- If the API provided hereunder is subject to an underlying Incorporating Agreement, then these Terms shall be deemed terminated upon expiration or termination of the Incorporating Agreement and subject to the relevant terms thereof. If such API is not subject to an underlying Incorporating Agreement, then –
- Organization may terminate these Terms (subject at all times to any agreed minimum terms, payment for early termination, etc) at any time by providing Comeet with a written notice, duly executed by an authorized signatory of the Organization, notifying Comeet of termination and confirming that Organization has ceased any further use of the API and has caused all its users to cease any further use of the API. Termination shall enter into effect upon Comeet’s receipt of said notice.
- Either party may terminate these Terms: (a) in the event of any material breach of these Terms by the other Party, where the breach remains uncured for fifteen (15) days following written notice thereof from the non-breaching party to the breaching party; (b) if the terminating party is required to do so by law; or (c) if the other party (i) becomes or is declared insolvent or bankrupt, or (ii) makes an assignment for the benefit of creditors or takes or has taken against it any such other similar action in any relevant jurisdiction.
- Without derogating from the aforesaid, Comeet may terminate these Terms at any time by providing you a 15 days’ prior written email notice thereof, to your email address that Comeet has on file.
- Upon termination of these Terms, you must cease use of the API and we may terminate the Organization’s and its users’ access to the API.
- The provisions herein that, by their nature, would survive termination of these Terms, shall so survive, including sections 7, 10, 12, 13 and 14.
- Intellectual Property
- Except for the limited use of the API permitted pursuant to section 5 above, these Terms do not grant you or assign to you, any license, right, title, or interest in or to the API or the intellectual property rights therein. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the API or any part thereof, including computer code, are and will remain at all times, owned by, or licensed, to Comeet.
- You may not use any name, trademark, logo or domain name that is similar to Comeet’s trademarks (whether registered or not), logos and Internet domain names. You must refrain from any action or omission that may dilute, or damage Comeet’s goodwill.
- Quality; Modifications; Support; DISCLAIMER OF WARRANTY
- We will use efforts to have the API operate properly. However, as a API that relies on software and third party networks, infrastructure, hardware and Devices, we do not guarantee that the API will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions. If we receive notice of any failure or malfunction in the API, or if we become aware of them by ourselves, we will make an effort to regain the API’s availability as soon as practicable. However, such incidents will not be considered a breach of these Terms.
- We may, at any time and in our sole discretion, discontinue or terminate the operation of the API, or any part thereof, temporarily or permanently, for all users, or for certain Users, without any liability to you or the Organization. We may also suspend the provision of the API, in whole, or in part, for all users, or for certain users, for periodic maintenance or similar purposes, without any liability to you or the Organization.
- We may, in our discretion but without being obligated to do so, maintain the API with updates, modifications, adaptations, improvements, or enhancements to the API, or any of its features, user interfaces, designs or any other aspect related to it. We may do so without being obligated to provide you notice thereof. If we enhance the API to include new or additional features or capabilities, we reserve the right to amend these Terms or the applicable fees charged for the API, and obtain your consent to such amendments. If you do not agree to the amendments in their entirety, we reserve the right to terminate these Terms pursuant to subsection 2.3 above. Such updates, modifications, adaptations, improvements, or enhancements to the API may cause errors, glitches or malfunctions in the API’s interoperability with interfacing components. You will have no plea, claim or demand against us, and we will have no liability to you, for any such interoperability issues.
- During the Term, Comeet, either directly or with the assistance of third parties, will endeavor to provide you technical support for technical questions, problems and inquiries regarding the API, during Comeet’s business days and hours, and pursuant to Comeet’s then-applicable support scheme, hours and channels. Comeet will attempt to respond to your technical questions, problems and inquiries within a reasonable time. However, Comeet may decline to provide such support for matters that Comeet deems, in its sole discretion, to require unreasonable time, effort, costs or expenses and Comeet makes no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry. For the purpose of our provision of technical support for your technical questions, problems and inquiries, you will cooperate, and work closely with Comeet, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as Comeet reasonably requests
- WE DO NOT GUARANTEE, NOR DO WE MAKE ANY REPRESENTATION, AND WE PROVIDE NO WARRANTY REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE API OR THE DATA OR REGARDING THE EXPECTED BUSINESS RESULTS, OUTCOME OR OPERATIONAL BENEFITS FROM UTILIZING THE API.
- THE API IS PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS” AND YOUR USE OF THE API IS AT YOUR OWN RISK. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE API, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY AND PERFORMANCE.
- LIMITATION OF LIABILITY
- If the API provided hereunder is subject to an underlying Incorporating Agreement, then the relevant limitation of liability provisions thereof shall apply also to these Terms. If such API is not subject to an underlying Incorporating Agreement, then the terms of Section 2 – 12.3 below shall apply. In any case, any liability accrued hereunder shall be aggregated with any liability accrued under the Incorporation Agreement for purposes of the limitation of liability hereunder and thereunder.
- THIS SECTION 12 SETS OUT COMEET’S TOTAL LIABILITY TO THE ORGANIZATION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE API, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE AND ALL OTHER LIABILITY OF COMEET TO THE CUSTOMER IS HEREBY EXCLUDED. IN NO EVENT SHALL COMEET BE LIABLE, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR FOR ANY LOSS OF USE OR DOWNTIME, LOSS OF PROFITS, SAVINGS OR REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF OR CORRUPTION TO DATA, ANY DAMAGE RELATING TO THE PROCUREMENT BY THE CUSTOMER OF ANY SUBSTITUTE SERVICES. FOR THE AVOIDANCE OF DOUBT, NONE OF THE TYPES OF LOSS REFERRED TO IN THE PRECEDING SENTENCE SHALL CONSTITUTE DIRECT LOSS FOR THE PURPOSES OF THESE TERMS.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AND AGGREGATE LIABILITY OF COMEET, ITS AFFILIATES AND ITS AND THEIR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON COMEET’S OR THEIR BEHALF, FOR ANY AND ALL DAMAGES TO THE ORGANIZATION ARISING OUT OF OR RELATED TO THESE TERMS OR THE API, SHALL BE LIMITED TO THE FEES FOR THE API PROVIDED HEREUNDER (IF ANY) THAT ORGANIZATION ACTUALLY PAID COMEET IN THE TWELVE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM.
- Organization agrees to indemnify and hold harmless Comeet and its affiliates and its and their directors, officers, employees, and vendors, upon Comeet’s request and at Organization’s expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any breach of any provision or representation herein.
- Governing Law and Venue. The governing law and court venue provisions of the Incorporating Agreement shall apply hereto. If no Incorporating Agreement is applicable, then the following provisions shall apply: Regardless of your jurisdiction of residence, or the jurisdiction where you engage in business or from which you access the API, your use of the API and this Agreement will be exclusively governed by and construed in accordance with the laws of the State of New York, USA, excluding any otherwise applicable provisions of conflict of laws. In the event that a dispute is not settled by negotiations within thirty (30) days, the state courts in New York County in the State of New York and the federal District Court for the Southern District of New York, respectively, shall have sole and exclusive jurisdiction over any such dispute and the parties hereto waive any objections thereto including on grounds of lack of personal jurisdiction or forum non-conveniens. Notwithstanding the foregoing, (a) Comeet may lodge a claim against the Organization pursuant to the indemnity clause above, in any court adjudicating a third party claim against Comeet, and (b) nothing herein shall limit Comeet’s right to seek immediate temporary or emergency relief in any other court with competent jurisdiction.
- Assignment. You may not assign these Terms without Comeet’s prior written consent. Any purported assignment without our prior written consent is void. To the greatest extent permissible by law, Comeet may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to you and without obtaining your further specific consent, to a third-party. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities, performances and obligations hereunder, and we are released therefrom.
- Relationship of the parties. The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.
- Complete Terms and Severability. These Terms (together with any underlying Incorporating Agreement) constitute the entire and complete agreement between you and us concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining provisions will remain in full force and effect. Comeet may amend these Terms immediately by putting you on notice of such amendments, if new legislation, statutory instrument or other governmental regulation or the terms under which Comeet provides the API and/or accesses the Devices make such amendment necessary.
- No waiver. Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions herein. The waiver, by either party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
- Incorporating Agreement. In the event of a contradiction or inconsistency between these Terms and an underlying Incorporating Agreement, the Incorporation Agreement shall govern, but only to the extent of such contradiction or inconsistency.
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