API Agreement

On 16 May 2019

This API Agreement (“Agreement”) is entered into by and between Xcalibra (“X Calibra or us or we”) and you individually or the entity that you represent. By entering into this Agreement on behalf of an entity you represent and warrant to us that you have the legal authority to enter into this Agreement on its behalf. This Agreement will evolve along expansion of our platform and it is your sole duty to check for updates to this Agreement. By continuing to use our API you manifest that you agree to the current version of this Agreement. You agree that we may modify, remove or otherwise update this Agreement and API related documentation from time to time in our sole discretion.

  • are authorized to use the Xcalibra API to use our services and interact with and enhance Xcalibra platform by using single key token provided by Xcalibra (“API Token”).
  • You are solely responsible for the confidentiality of your API Token, keeping your registration or service information updated and for all use that occurs under your API Token
  • we reserve the right at any time to modify or discontinue, temporarily or permanently the Xcalibra API, your use of the Xcalibra API, or any portion thereof with or without notice to you and without any form of compensation or consideration to you,
  • we reserve the right to revoke your API Token or terminate or limit any uses of our API if you violate this Agreement or we otherwise object to your use of our API, including but not limited to, uses that replicate our websites, services or products.
  • we have no obligation to provide any type of technical or other support for the API or any services or content, whether provided by you, or by third parties.
  • you agree to use commercially reasonable and appropriate administrative, technical, and physical measures, including taking account of the measures described in Article 32(1) of the General Data Protection Regulation 2016 /679 (“GDPR”), to maintain the security and integrity of (i) all data you access or collect from the Xcalibra, and (ii) all other data you access or collect in connection with any of your activity. You must ensure that any data is encrypted and transmitted over a secure, encrypted channel. You must notify Xcalibra of any security breach within the meaning of the GDPR, related to your use of API no later than 24 hours of incident.
  • You may not collect, use, store, aggregate, disclose or transfer any Xcalibra data in any manner except as expressly permitted by us.
  • You may not use the API in any manner that is competitive to Xcalibra or its platform
  • You cannot use web scraping, web harvesting, or web data extraction methods to extract data from the Xcalibra.
  • You may not include or use the API and its content or functionality in connection with any application, website, product or service that includes unlawful content.
  • You may not use our API to distribute any virus, spyware, adware, malware, or other harmful or malicious component.
  • You may not use our API to distribute unsolicited advertising, communication or promotions
  • You may cancel your access to API at any time by notifying usand by ceasing all use of our API, and deleting all copies of our API documentation (including all data) in your possession or control.

Representation and Warranties

  • You represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you’ve obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of our API and/or platform in the manner prescribed by us; (b) you are eligible to register and use the API and have the right, power, and ability to enter into and perform under this Agreement; (c) the information you submit as part of your registration is current, accurate, and complete; (d) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing our API or platform; (e) you will comply at all times with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; f) you will not use our API, platform or data, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of our business; (g) you comply with and will continue to comply with all applicable privacy and data protection laws; and (h) you have implemented and will maintain appropriate technical and organisational security measures in accordance with the Service Terms and applicable law.

Indemnity

You will indemnify, defend, and hold harmless Xcalibra, its affiliates, and their officers, directors, employees, agents, licensors, users and partners from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) your use of the API, data, platform.

Limitation of Liability

  • In no event will Xcalibra or its employees, agents, users or partners be liable to you for Any special, incidental, exemplary, punitive or consequential damages (including, without Limitation, loss of use, data, business or profits) arising out of or in connection with This agreement or your use of the api, data, or platform, whether such liability arises From any claim based upon contract, warranty, tort (including, without limitation, Negligence), strict liability or otherwise, and whether or not you have been advised of The possibility of such loss or damage. The foregoing limitations will survive and apply Even if any limited remedy specified in this agreement is found to have failed its Essential purpose.
  • Our aggregate liability under this agreement will not exceed the greater of (I) the fees You paid us in the last year or (ii) five hundred dollars ($500).

Miscellaneous

  • Any dispute arising out of this Agreement shall be governed by our general Terms of Service which are herewith incorporated into this Agreement by reference. Assignment
  • No waiver by Xcalibra of any right under this Agreement will be effective unless set forth in writing by us. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this agreement will remain in full force and effect.
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