DEVELOPER declares that by acceptance of these Terms and/or by using the API it is of legal age to form a binding contract with 3d Signals. If DEVELOPER is accepting these Terms on behalf of a company or other legal entity, DEVELOPER represents and warrants that it has the authority to bind such entity to the terms and conditions contained herein. DEVELOPER may not use the API and may not accept these Terms if it is an entity and/or person barred from receiving access and use of the API under the laws of the country in which it is a resident or from which it uses the API.
1. Access to the API
[1.1] Subject to DEVELOPER’s compliance with the terms and conditions of these Terms, 3d Signals grants to DEVELOPER a worldwide, non-exclusive, non-transferable, revocable, limited license to access and use the API solely to use, develop, test, and upload and download data and information to and from the API. It is clarified and agreed that the provision of any services by 3d Signals through the use of the API shall be subject to terms and conditions to be separately agreed between the Parties.
[1.2] DEVELOPER shall not: (a) access the API or documentation in violation of any law or regulation; (b) access the API in any manner that compromises, breaks or circumvents any of technical processes or security measures associated with the API; (c) access the API or documentation in order to replicate or compete with 3d Signals; (d) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of the API; or (e) attempt to use the API in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
3d Signals reserves the right to make changes and modifications to the API at any time. While 3d Signals cannot guarantee to provide DEVELOPER prior notice of any such changes and modifications, it shall make commercially reasonable efforts to provide DEVELOPER notice of at least 7 days prior to any material change or modification. Any such changes and modifications are part of the API and shall be governed by these Terms.
3. Account Information
[3.1] During the process of creating an account in order to access the API (“Account”), DEVELOPER may be required to provide certain information including the selection of a password (the “Login Information”). The following rules govern the security of DEVELOPER’s Account and Login Information. For the purposes of these Terms, references to Account and Login Information shall include any account and account information, including user names, passwords or security questions, whether or not created for the purpose of using the API, that are used to access the API:
(a) DEVELOPER shall not share its Account or Login Information, nor let anyone else access its Account or do anything else that might jeopardize the security of the Account;
(b) In the event DEVELOPER becomes aware of or reasonably suspects any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of its Login Information or unauthorized access to its Account, DEVELOPER must immediately notify 3d Signals and modify its Login Information;
(c) DEVELOPER is solely responsible for maintaining the confidentiality of the Login Information, and will be responsible for all uses of its Login Information, whether or not authorized by it;
(d) DEVELOPER is responsible for anything that happens through its Account, whether or not such actions were taken by it, including, for the avoidance of doubt, actions taken by third parties. DEVELOPER therefore acknowledges that its Account may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal;
(e) DEVELOPER undertakes to monitor its Account and restrict use by any individual barred from accepting these Terms and/or using the API, under the provisions listed herein or any applicable law. DEVELOPER shall accept full responsibility for any unauthorized use of the API by any of the above mentioned;
(f) 3d Signals reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.
4. Data Protection and privacy
[4.2] DEVELOPER represents and warrants that it has full right and authority to provide 3d Signals with such personal information, including without limitation, any third party’s consent (to the extent required under any applicable law) and, to the extent required by applicable law, it shall be responsible for ensuring that all necessary privacy notices are provided to its employees, whose information is collected for DEVELOPER’s utilization of the API.
5. API Availability
[5.1] 3d Signals shall make commercially reasonable efforts to ensure that the API will be accessible and functional on a continuous basis, twenty-four (24) hours per day, seven (7) days per week, with the exception of scheduled maintenance periods. The foregoing notwithstanding, DEVELOPER acknowledges and agrees that the API may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond 3d Signals’ reasonable control or not reasonably foreseeable by 3d Signals, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
[5.2] If the API becomes inaccessible or is not functional, other than due to scheduled maintenance, 3d Signals shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.
[5.3] 3d Signals cannot guarantee that the API will always function without disruptions, delay or errors. A number of factors may impact the quality of DEVELOPER’s communications and use of the API, and may result in the failure of its communications including, without limitation, its local network, firewall, internet service provider, the public internet and its power supply. 3d Signals takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which it has no control.
[5.4] DEVELOPER acknowledges that it bears sole responsibility for adequate security, protection and backup of its data and information it uses in connection with access to or use of the API.
6. Term and Termination
[6.1] These Terms shall commence upon DEVELOPER’s acceptance of these Terms and/or its access or use of the API, the earlier thereof, and shall remain in effect until terminated by either Party for any or no reason by providing the other Party a three (3) days sixty days advance written notice of termination.
[6.2] Either Party may terminate these Terms if the other Party breaches any term or condition of these Terms and such breach is not remedied within thirty (30) days after receiving written notice thereof. Notwithstanding the foregoing, 3d Signals may immediately, by written notice to DEVELOPER, suspend or terminate these Terms in case of breach and/or failure to comply with any of the provisions of Sections 1 (“Access to the API”), 7 (“Retention of Title/IP Rights”), 8 (“Confidentiality”), 9 (“Disclaimer”), 10 (“Limitation of Liability”), and/or 11 (“Indemnification”) and/or 13.1 (Governing Law and Jurisdiction).
7. Retention of Title/IP Rights
[7.1] 3d Signals retains ownership of the API and to any and all trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection with the API (collectively, “IP Rights”).
[7.2] DEVELOPER retains ownership of all data and information used or uploaded by DEVELOPER in or to the API, and to any intellectual property rights therein.
[8.1] DEVELOPER shall keep any confidential and proprietary information of 3d Signals or provided by 3d Signals, the IP Rights, and any information regarding and/or relating to each of the above (“Confidential Information”), in strict confidence, and shall prevent and protect the Confidential Information from unauthorized disclosure or use. DEVELOPER shall not disclose any or all of the Confidential Information (including methods or concepts utilized therein) and the results of any tests regarding the Confidential Information to anyone, except to 3d Signals, and to DEVELOPER’s employees who need to know such information under these Terms. DEVELOPER shall notify each employee to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such employee, and shall ensure that such employee shall be bound, prior to such disclosure, by a confidentiality undertaking towards DEVELOPER with terms not less restrictive in comparison to the terms set forth in these Terms.
[8.2] Information shall not be considered Confidential Information if DEVELOPER can demonstrate, by written records, that such information:
(i) was or hereafter becomes known to DEVELOPER prior to the disclosure by 3d Signals; or
(ii) was at the time of disclosure to DEVELOPER, or subsequently became generally available to the public through no act of DEVELOPER; or
(iii) was received by DEVELOPER from a third party without restrictions as to disclosure.
(iv) was required to be disclosed by a court or governmental authority or by applicable law or regulation, provided however, that DEVELOPER notifies 3d Signals of such disclosure and provides 3d Signals with the opportunity to oppose the disclosure or obtain a protective order.
[8.3] DEVELOPER shall promptly report to 3d Signals any unauthorized disclosure or use of Confidential Information of which it becomes aware, and shall take such further steps as may reasonably be requested by 3d Signals to prevent unauthorized use.
[8.4] DEVELOPER acknowledges and agrees that a violation of any of 3d Signals’ proprietary rights, including without limitation, violation of the confidentiality undertakings in these Terms, may cause significant harm to 3d Signals, that monetary damages would be inadequate, and that 3d Signals will be irreparably harmed. In the event of such a violation, DEVELOPER agrees that in addition to any other rights and remedies 3d Signals may have, DEVELOPER agrees that an injunction (whether temporary, preliminary or final) shall be entered in a court of competent jurisdiction against it upon the request of 3d Signals, without bond.
developer expressly acknowledges and agrees that 3d signals is not providing any warranty or guarantee with respect to the api, that the use of the api is at developer’s sole risk and that the entire risk as to title, non-infringement, quiet enjoyment, satisfactory quality, performance and accuracy is with developer. accordingly, to the maximum extent permitted by applicable law, the api, and any data and information provided under these terms are provided “as is” and 3d signals and its affiliates hereby disclaim all warranties and conditions, either express, implied or statutory, including without limitation, any (if any) implied warranties or conditions of merchantability, fitness for a particular purpose, lack of viruses, title, non-infringement, quiet enjoyment or that the api will perform error-free or uninterrupted.
10. Limitation of Liability
n no event shall 3d signals or anyone on its behalf be liable for any direct, indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or loss or damages to goodwill, in connection with these terms regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if 3d signals has been advised of the possibility of such damages or loss. notwithstanding anything to the contrary herein, under no circumstances will 3d signals’s total and aggregate liability to developer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to these terms, exceed either (a) the amounts paid by developer to 3d signals for the right to use the api in the 12 months preceding such claim, or (b) an amount of us$ 1,000 in the aggregate (the higher of the two).
To the fullest extent permitted by applicable law, DEVELOPER shall defend, indemnify and hold 3d Signals, its affiliates, and their respective officers, employees consultants, service providers and/or any other person or entity acting on its behalf, harmless from and against any loss, liability, claim, demand, or proceedings brought against 3d Signals by a third party, and any damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any of the following: (i) DEVELOPER’s violation of these Terms; (ii) DEVELOPER’s use of and access to the API; or (iii) DEVELOPER’s violation of any applicable laws and/or any third party right, including without limitation any copyright, property, or privacy right.
12. Relationship of Parties
The Parties are independent contractors and these Terms will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party shall have the right, power or authority in any way to bind the other Party to the fulfillment of any condition not herein contained, or to any contract or obligation, expressed or implied.
[13.1] These Terms is governed by the laws of the state of Israel, without application of its principles of conflicts of law. The Parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related to these Terms to the exclusion of the jurisdiction of any other court; provided however, that 3d Signals shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory.
[13.2] Neither Party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under these Terms without the prior written consent of the other Party, provided however, that 3d Signals may assign these Terms in connection with a merger, acquisition, sale of all or substantially all of its assets or other such corporate reorganization.
[13.3] If any term, provision, covenant or restriction of these Terms is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of these Terms shall in no way be affected, impaired or invalidated.
[13.4] The terms and provisions herein contained constitute the entire agreement between the Parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the Parties hereto with respect to the subject matters hereof.
[13.5] No waiver of any rights by any Party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a Party in exercising any power or right hereunder, and no forbearance or indulgence of a Party granted to the other Party, shall in any way restrict or diminish the full rights and powers of that Party under these Terms, or operate as a waiver of any breach by a Party of any of the terms or conditions of these Terms.
[13.6] Any notice provided pursuant to these Terms shall be in writing and shall be sent to the addresses of the Parties contained in the heading of these Terms and/or the API, via the API, by registered mail, or facsimile with telephone confirmation, or e-mail with notice of receipt requested, or by hand delivery. All notices will be deemed to have been delivered five (5) business days after being mailed (return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand, via the API, by facsimile or by e-mail.
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