Service Agreement

SylLab API and PrivacyRun

Overview

This SylLab Systems, Inc. Service and Application Programming Interface License Agreement (“Agreement”) contains the terms and conditions that govern Your access to and use of the SylLab Systems, Inc. Application Programming Interface (“API”), the SylLab Systems, Inc. API materials and the API integrations (as defined below) to interface with Your website(s), catalog(s), mobile, and web application(s), and/or software application(s), as applicable (collectively referred to as “Your Services”), to provide access to and use of SylLab Systems, Inc. hosted digital content and metadata and SylLab Systems, Inc.’s hosted websites and platforms (collectively referred to as “Services”).

You may not access the API if You are a competitor, except with SylLab’s System, Inc. prior written consent. In addition, You may not access the API for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You are accepting this Agreement, either by clicking a box indicating Your acceptance, by using the API, or by executing this Agreement or an order form that references this Agreement, You agree and accept the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement and the relevant terms and conditions, in which terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement and relevant terms and conditions, You must not accept this Agreement and may not use the API, the API materials, or the API integrations.

By accessing or using the API, You:

• acknowledge that You fully understand and accept this Agreement and its terms and conditions;
• agree to be bound by this Agreement and any incorporated documents;
• acknowledge and agree that You have independently evaluated the desirability of using the API in Your Services and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement;
• hereby represent and warrant that You are lawfully able to enter into contracts and that You have the authority to bind the party being issued Client Credentials (as defined in this Agreement);
• hereby represent and warrant that any end-user data, including but not limited to email addresses, Your Services communicate to SylLab Systems, Inc. has been collected according to all relevant laws including the Children’s Online Privacy Protection Act (COPPA); and
• acknowledge and agree that SylLab Systems, Inc. may immediately terminate this Agreement as set forth herein and pursue any and all additional remedies, including but not limited to suspending or revoking the license granted to You under the terms of this Agreement and blocking Your web-traffic.

This Agreement is separate from and independent of the master subscription agreement (and any other agreements) between You and SylLab Systems, Inc. related to SylLab Systems, Inc. provision of products and/or services to You. This Agreement expressly incorporates the terms of the following document(s) herein, including all future amendments or modifications thereto. Please regularly check the relevant terms and conditions governing this Agreement as any amendments will constitute part of this Agreement,

If You don’t agree to this Agreement and all its terms and conditions cancel the installation process and do not click any “Accept” button.

This Agreement is effective on the date You registered to use the API the “Effective Date”.

Definitions

The following terms shall have the following meanings when used in the Agreement.

“SylLab”, “we,“ “us” or “our” means SylLab Systems, Inc. or any of its affiliate companies, as applicable.

“API” or “APIs” means SylLab APIs, associated services, and software (including but not limited to APIs, SDKs, kits, the platform, etc.). APIs are managed by SylLab and/or its Affiliates. APIs fall under the scope of “Services” as defined in this Agreement. These Services allow You to utilize ingress, egress and report functionality through APIs published by the providers of Non-SylLab Applications, as well as APIs accessible within the SylLab Systems, Inc. developer console and platforms, to extend SylLab platform functionality to interact with Non-SylLab Applications as defined by You.

“API Partner” means one of our approved partners for API Integrations as communicated in writing by us to You.

“API Integrations” means the systematic interactions between Non-SylLab Applications and the Services that are developed through the SylLab API by You, by us for You under the applicable Materials or by an API Partner for You.

“API Materials” means any online help materials, including specifications or other technical documentation describing the features and functionality of the Services, which are located at SylLab’s publicly-available website at https://dev.syllab.io/, as updated by SylLab from time to time or at such other URL as we may provide from time to time.

“Feedback” means all feedback, suggestions, and ideas that You provide to us or our Affiliates concerning improvements or enhancements to the API, API Materials, or API Integrations.

“Non-SylLab Applications” means a web-based or offline software application that is provided by You or a third party and interoperates with one or more of the Services.

“Order Form” means an online confirmation page or an ordering document specifying the Services to be provided by us to You, including any addenda and supplements thereto.

“Policies” means all policies and guidelines related to the API and SaaS Services that are made available by us to You, including our General Terms and Conditions, Privacy Policies, terms of use, acceptable use policies, and any additional terms and conditions for the API.

“Privacy Policy” means our Product Privacy Policies, as updated from time to time, located at: https://www.syllab.io/privacy-policy/ or such other URL as we may provide from time to time.

“Sensitive Information” includes, but is not limited to, protected health information, social security numbers, and any other unique identifying numbers, characteristics or codes (such as names contact information, geographical subdivisions smaller than the state, IP address), genetic data, biometric data (such as full-face photos and comparable images, fingerprints, voice samples, etc.), sexual orientation, background check information, and other similar information, financial information, payroll information, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, all elements of dates (except year) related to an individual (including admission and discharge dates, birthdate, date of death, all ages over 89 years old, and elements of dates (including year) that are indicative of age), as well as website URLs.

“Services” means the products and services (including, without limitation, the product implementation, training, and/or other professional services) to be provided by Us, to the extent purchased by You pursuant to an Order Form or made available by us under a free trial or as Beta Services. “Services” exclude Non-SylLab Applications.

“SaaS Services” means the applicable version of SylLab’s Cloud hosted software application.

“Support Services” means the maintenance and support services provided by us to You during the Subscription Term, as described in this Agreement.

“Use Information” means all information relating to Your use, testing, or evaluation of the API, including all observations or information regarding the performance, features, and functionality of the API, API Materials, or API Integrations.

“User” means a named individual that: “User” means a named individual that:

• is an employee, representative, consultant, contractor or agent of Customer or a Customer Affiliate;
• is authorized to use the SaaS Services pursuant to this Agreement; and
• has been supplied a user identification and password by Customer.

“You” or “Your” means the applicant and any other third parties employed or directed by You or acting as Your agent who will utilize the API under this Agreement.

“End User” means any of Your clients who use Your products or services based on SylLab API or SaaS Services.

“Customer Data” means any electronic data or materials provided or submitted by Customer or Users to or through the SaaS Services.

“Affiliate” means with respect to a Party, any person or entity that controls, is controlled by or is under common control with such Party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities.

“Subscription Term(s)” means, unless a different period is specified on the SylLab web page where User registers for and downloads the SaaS Services, a subscription period(s) of one (1) year during which Users may use the SaaS Services, subject to the terms of this Agreement.

“Intellectual Property Rights” means all current and future worldwide intellectual property rights, including without limitation, all patents, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection, and all applications and registrations for any of the foregoing.

Licenses

Subject to the terms and conditions set forth in this Agreement, we hereby grant You a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license during the subscription term of this Agreement to:

• access, use and make calls to the API (in unaltered object code form) in order to develop API Integrations solely for Your (including Your Affiliates for which You will be responsible for Your Affiliate’s compliance of this Agreement) use in connection with the Services;
• use API Materials solely as necessary to access and use the API in the manner permitted by this Agreement;
• use the API Integrations solely for Your internal business purposes in connection with Your use of the Services; and
• share the API Integrations with other customers in any community, marketplace, or forum of customers that we may create.

You shall not access and/or use the API or the Services for any purpose other than the permitted purpose as described in this Agreement. For the avoidance of doubt, the SaaS Services are available only on a hosted basis, and Customer will not independently possess, run, or install the SaaS Services.

You create a confidential “Username” and “Password” (together referred to as “Client Credentials”), for use with the API. You shall store the Client Credentials on a secure server with controlled access, firewall and intrusion detection, network monitoring, and other reasonable requirements as may be communicated to You in writing from time to time. For distributed applications, You shall conceal or encrypt the Client Credentials to prevent unauthorized access and/or use. You shall communicate with SylLab’s servers using the Client Credentials through a Secure Sockets Layer (“SSL”) or other SylLab-approved protocol.

SylLab may change the Client Credentials from time to time and shall give You written notice of such change. Modifications of the Client Credentials may affect Your Services and may require You to make changes to Your Services at Your own cost to continue to be compatible with or interface with the API.

The Client Credentials are the property of SylLab. You shall not sell, transfer, sublicense or otherwise disclose the Client Credentials to unauthorized third-parties. You shall contact SylLab immediately if You reasonably believe that an unauthorized third party is using the Client Credentials or if the Client Credentials are otherwise disclosed, lost, or stolen.

You may utilize a technical services provider (“Provider”) to integrate and/or implement the API(s) into Your Services. Provider is solely responsible for any costs or expenses, incurred by Provider, resulting from Provider’s integration with the API. Provider shall comply with the terms and conditions as set forth in this Agreement. In the event that SylLab determines, in its sole discretion, that Provider fails to comply with these terms and procedures, SylLab may terminate this Agreement with immediate effect and pursue any and all additional remedies, including suspending or revoking this license and blocking Your web-traffic.

You shall only provide access to and use of the Services using the API, under the terms of this Agreement. In the event SylLab determines, in its sole discretion, that You are using any unauthorized method to access and/or use the Services and/or the API (including, but not limited to, creating/deleting an excessive number of workspaces, excessive creation/deletion of accounts, and any non-standard usage of computing resources, interfering with other users’ utilization of the SaaS Services, etc.), SylLab may terminate this Agreement with immediate effect and pursue any and all additional remedies, including suspending or revoking the license and blocking Your web-traffic.

In consideration for access to and use of the API, You agree to provide SylLab session data related to Your Services in similar quality and quantity as would be available using the Services and on SylLab-hosted pages. As per the rights granted in this Agreement, You hereby agree to provide Use Information, when and in the form reasonably requested by Us. You hereby acknowledge and agree that we have a perpetual and irrevocable right to use and evaluate all Use Information for our own purposes. You agree not to use any Use Information except for Your internal evaluation purposes. You hereby acknowledge and agree that we have a perpetual and irrevocable right to use all Feedback and may use the Feedback without accounting or compensation to You. You will not provide any Use Information or Feedback unless You have all rights necessary to do so. You hereby assign to us Your entire right, title, and interest (including, without limitation, all patent rights, design rights, copyrights, and trade secrets) in any modifications or improvements to the API which You may propose or make, either alone or jointly with Us.

You hereby acknowledge and agree that the API is still evolving. We reserve the right to make changes to the SaaS Services, API, and the API Materials from time to time, including backward-incompatible changes, without liability to You. SylLab may discontinue or suspend all or any portion of the SaaS Services and API at any time in its sole discretion, including during a Subscription Term; provided, that SylLab will give You at least fifteen (15) days’ advance notice before discontinuing the SaaS Services, API, or materially decreasing the functionality of the SaaS Services or API during the Subscription Term.

Use of the SaaS Services and API is subject to any usage limits, which may include limitations on features and functionality, that are set forth on the SylLab web page where You registered. If You exceed any such limits, You will promptly notify SylLab and work with SylLab to promptly change its usage to comply with the limits. SylLab may periodically verify that Your use of the SaaS Services and API is within the applicable usage limits, and You will promptly and accurately certify and/or provide evidence of You compliance with the applicable usage limits as may be requested by SylLab from time to time.

Restrictions

You shall implement the APIs in accordance with the API Materials. You may not access the APIs if You are a competitor of SylLab, as determined by SylLab, in its sole discretion, or to replicate or attempt to replicate the essential user experience of SylLab Products. You have no other right to install, integrate, use, reproduce, sublicense, or distribute APIs.

Except as expressly and unambiguously authorized under this Agreement or by SylLab in writing, You shall not, neither shall You permit any third party to:

• disclose or provide the APIs to any person or entity other than to Licensee’s employees or independent contractors who are individuals, provided:
  • such independent contractors enter into an agreement with Licensee at least as protective of SylLab’s rights as this Agreement, and
  • You hereby agree to be responsible for, and liable to SylLab for, any breaches of such agreements by Licensee’s independent contractors;
• use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement or the Developer Documentation, or breach any laws or regulations, or violate the rights of third parties, including but not limited to:
  • send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights,
  • send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents,
  • interfere with or disrupt the integrity or performance of the API (or the data contained therein),
  • circumvent defined limits on an account in an unauthorized manner, or
  • abuse referrals, promotions, or credits to get more features than paid for;
• remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials Licensee receive or access pursuant to this Agreement, including but not limited to, the APIs, the Developer Documentation, and the Content;
• charge, directly or indirectly, any incremental fees (including any unique, specific, or premium charges) for access to the Content or Licensee’s integration of the APIs in the Application;
• advertise the product or services of SylLab’s competitors in the Application;
• use or enable its customers to use the APIs for the purposes of testing or comparison of SylLab Products or for any purpose competitive with SylLab Products;
• sell, lease, share, transfer, sublicense, assign, distribute, or otherwise grant access in a manner that allows anyone to access or use the API without an Authorized User subscription, or to commercially exploit the API, or fail to protect the confidentiality of any Content obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party;
• allow Authorized User subscriptions to be shared or used by more than one individual Authorized User (except that Authorized User subscriptions may be reassigned to new Authorized Users replacing individuals who no longer use the API for any purpose, whether by termination of employment or other change in job status or function);
• use the APIs in a manner that, as determined by SylLab in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Developer Documentation;
• use the APIs in an application that competes with products or services offered by SylLab;
• use the APIs in conjunction with, or combine content from the APIs with, SylLab content obtained through scraping or any other means outside the official SylLab APIs;
• interfere with or disrupt SylLab services or servers or networks connected to SylLab services, or disobey any requirements, procedures, policies or regulations of networks connected to Company services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through Your use of the APIs;
• copy, adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the APIs, features, functions, graphics, Content, SylLab’s website other content or services, or any of our other services, through automated or other means; or
• reverse engineer or decompile the API.

This Agreement does not include any right for Licensee to use any trademark, service mark, trade name, or any other mark of SylLab or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee violates any of the foregoing restrictions, SylLab shall own all right, title, and interest relating to any and all inventions, works of authorship, designs, know-how, ideas, and information made or conceived or reduced to practice, in whole or in part, using the API. Licensee hereby agrees to make all assignments necessary to accomplish the foregoing ownership.

SylLab reserves the right to deny and/or revoke an API Integration’s, API access for any reason. Such reasons may include that such API Integration’s keys have been, or are reasonably believed to have been, compromised, published, or shared. We may modify the permitted use of or suspend Your access to the API at any time and for any reason. The API also may be unavailable or its performance may be negatively affected by scheduled maintenance. We will use reasonable efforts to notify You in advance of scheduled maintenance, but we are unable to provide advance notice of unscheduled or emergency maintenance.

Third Party Software

Under this Agreement, SylLab will distribute certain Third-Party Software to You, consisting of third-party proprietary software products from PrivacyRun. Each Third-Party Software license is included with the applicable component and is also available upon selecting the PrivacyRun software products.

Your rights in the Third-Party Software are governed by and subject to the terms and conditions set forth by Privacy Run in his website https://privacyrun.com/terms-of-use/. Customer acknowledges and agrees to fully comply with such terms and conditions. In addition to any disclaimers set forth in such terms and conditions, the disclaimers set forth and the limitations of liability set forth in herein shall apply to SylLab with respect to such Third-Party Software.

You agree that the Third-Party Software has not been manufactured, tested, or otherwise approved by SylLab. The Third Party Software is provided “as is”, and SylLab does not make specifically and specifically disclaims all express and implied warranties -of every kind relating to the Third Party Software and/or use of the Third Party Software (including, without limitation, actual and implied warranties of merchantability and fitness for a particular purpose, and non-infringement), as well as any warranties that the Third Party Software (or any elements thereof) will achieve a particular result, or will be uninterrupted or error-free Nothing in this Agreement shall obligate SylLab to provide any support for the Third Party Software.

Customer Responsibilities

You agree to promptly notify SylLab of any unauthorized access to Authorized User accounts of which You become aware. You have exclusive control and responsibility for determining what data You submit to the SaaS Services and API, for obtaining all necessary consents and permissions for submission of data and processing instructions to SylLab, and for the accuracy, quality, and legality of the data. You are further responsible for the acts and omissions of Users in connection with this Agreement, for all use of the SaaS Services and API by Users, and for any breach of this Agreement by Users. You will use reasonable measures to prevent and will promptly notify SylLab of any known or suspected unauthorized use of User access credentials.

Intellectual Property Rights

The APIs, APIs Materials, API Integrations, and SaaS Services contained in the Offering shall remain the sole and exclusive intellectual property of SylLab. You shall reasonably assist SylLab in protecting such ownership. No other licenses or rights in any of SylLab’s intellectual property rights are granted hereunder. All intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of SylLab and/or its licensors and are protected by applicable intellectual property laws and treaties, whether those rights happen to be registered or not, and wherever in the world, those rights may exist. For example and without limitation, no rights are granted to use SylLab’s logos or trademarks; provided, however, that You may refer to the names of the SylLab Products solely for the purpose of describing the Offering.

You hereby grant to SylLab a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (i) to use any ideas that SylLab learns from observing Your Offerings or other use of the APIs or any feedback provided by You and (ii) to use and display Your name and logo for the purpose of disclosing that You are providing Offerings using the APIs and for promotion of the availability of the APIs.

You grant SylLab a worldwide, non-exclusive license to host, copy, process, transmit and display User data as reasonably necessary for SylLab to provide the SaaS Services in accordance with this Agreement. Subject to this limited license, as between You and SylLab, You own all right, title, and interest, including all related Intellectual Property Rights, in and to the User data.

SylLab may collect and aggregate data derived from the operation of the SaaS Services (“Aggregated Data”), and may use such Aggregated Data for purposes of operating its business, monitoring the performance of the SaaS Services, and/or improving the SaaS Services; provided, that SylLab’s use of Aggregated Data does not reveal any User data, User confidential information, or personally identifiable information of Users.

Fees

SylLab API and SaaS Services are offered in packages as per the below tables and on a subscription basis. Subscription is on a recurring basis and will be extended to the following year unless You cancel it. You are free to cancel Your subscription at any time, but You will remain liable for all charges accrued up to the time of cancelation, including charges for the month for which You cancel Your account. The relevant package and related fee are to be chosen by signing up into the Website and then by selecting Your chosen packaged. The API and SaaS Services will only become available after the advanced payment of the yearly fee of each packaged is duly paid according to the herein described payment method. If Your use surpasses the quota in Your chosen package, at the end of the relevant month You will be charged additionally for the excess use of the API and SaaS Services occurred during that given month.

You shall pay the fees corresponding to the chosen package and set forth in the order form, or if no such form is entered into, You shall access SylLab’s free trial API at no charge with limited storage.  All fees shall be non-refundable, and payable in US dollars on the date they come due and before the access to the API and SaaS Services are granted. Fees will be payable in the manner specified by SylLab. You shall also pay all sales, use, value-added and other taxes, tariffs and duties of any type assessed against SylLab except for taxes on SylLab’s income. SylLab may disable API or platform access in the event of a failure to pay in time.

Support

For API Integrations developed by us for You. The support and technical assistance to Users of the API Integrations developed by us for You will be provided in accordance with the applicable materials between You and us during the Subscription Term. You agree to report to us via our email contact@syllab.io any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. SylLab is in no way obligated to provide You with any error correction or support but may provide whatever error correction and/or support services we may determine in our sole discretion (and anything it provides in connection therewith will be deemed part of the API). You acknowledge that any provided Support does not include support for any open-source versions of the API neither covers any trial period, and You agree to request support only for the API and SaaS Services licensed under this Agreement.

For API Integrations developed by You. You are solely responsible for providing all support and technical assistance to Users of the API Integrations You develop. You acknowledge and agree that SylLab has no obligation to provide support or technical assistance directly to the Users or You and You shall not represent to any User that SylLab is available to provide such support.

For API Integrations developed by an API Partner for You. The support and technical assistance to Users of the API Integrations developed by an API Partner for You will be provided as agreed between You and the API Partner. You acknowledge and agree that SylLab has no obligation to provide support or technical assistance directly to the Users or You and You shall not represent to any User that SylLab is available to provide such support.

Term and Termination

This Agreement commences on the Effective Date (being the date of execution or acceptance of this Agreement and consequent payment of the Fees). Unless earlier terminated pursuant to the terms of this Section, the Agreement will continue through the Subscription Term. Unless one party notifies the other more than fifteen (15) days before the end of a Subscription Term, each Subscription Term will automatically renew for an additional Subscription Term of the same length as long as the Fees are being paid. Any termination of this Agreement shall also immediately terminate all rights and licenses granted hereunder.

You may stop using our APIs at any time with or without notice. If You desire to terminate the Agreement, You shall provide SylLab at least fifteen (15) days prior written notice and cease Your use of the applicable API and SaaS Services. SylLab reserves the right to terminate the Agreement for a given API, all APIs, or SaaS Services with You or to discontinue the APIs or SaaS Services any portion or feature thereof or Your access thereto for any reason and at any time without liability or other obligation to You. In addition, we may discontinue or suspend Your access to the API and SaaS Services immediately if You or Developer have (or we reasonably suspect that You have) breached or infringed any term in this Agreement, including the non-payment or late payment of the Fees.

Upon any termination of the Agreement or discontinuation of Your access to an API, You shall immediately stop using that API, and delete any cached or stored content that was permitted. SylLab may independently communicate with any account owner whose account(s) is/are associated with Your API Client and developer credentials to provide notice of the termination of Your right to use an API. SylLab shall have no liability (for any costs, expenses, or damages, etc) to You or any third party because of such termination or action.

When the Agreement comes to an end, those terms that by their nature are intended to continue indefinitely will continue to apply. The following Sections shall survive expiration or termination of this Agreement: Licenses, Restrictions, Your Responsibilities, Intellectual Property Rights, Term and Termination, Confidentiality and Data Protection, Limitation of Liabilities, Warranties, Indemnifications, Disclaimer, Representations, and General Provisions.

Upon termination of this Agreement, You shall promptly delete and remove all confidential data, calls to the SylLab API from all web pages, scripts, widgets, applications, and other software in Your possession or under Your control and promptly destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API, Client Credentials, and SylLabServices. You shall certify to SylLab that above mentioned relevant actions have occurred.

You agree that following expiration or termination of this Agreement, SylLab obligation to provide Support Services, the API, and SaaS Services will terminate. SylLab may immediately deactivate Your account(s) for the API and SaaS Services, and SylLab has the right to delete those accounts, including all Your data, from our site unless legally prohibited. At the same time, You and Your Users’ rights to use the SaaS Services will terminate. You acknowledge and agree that is responsible to retrieve Your Data from the SaaS Services prior to expiration or termination of this Agreement.

Confidentiality

This Agreement and the terms provided herein are confidential. The API and SaaS Services (including, without limitation, all improvement, materials derivatives, modifications, and the like, marketing materials, technical information, software, know-how) constitute SylLab’s confidential information (“Confidential Information”). You hereby agree:

• that all that is identified in writing at the time of disclosure as confidential, or ought to be treated as confidential shall be held in strict confidence and shall not be disclosed or used without the express written consent of SylLab;
• to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions You employ with respect to Your own confidential materials). If You are required by law to make any disclosure of such Confidential Information, You will first give written notice of such requirement to SylLab, and will permit SylLab to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to SylLab in seeking to obtain such protection;
• not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below);
• not to use any Confidential Information except for the purposes set forth in this Agreement; and
• not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing.

You acknowledge and agree that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, SylLab shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Information will not be deemed Confidential Information hereunder if such information:

• is known or becomes known (independently of disclosure by the disclosing party) to the receiving party prior to or after receipt from the disclosing party from a source other than one having an obligation of confidentiality to the disclosing party;
• becomes publicly known, except through a breach hereof by the receiving party;
• is independently developed by the receiving party without any use of the disclosing party’s Confidential Information; or
• the disclosing party has given the receiving party written permission to disclose the Confidential Information.

Data Protection

You are the data controller of the Sensitive Information corresponding Your clients and SylLab is the data processor of such information. You shall observe any and all applicable privacy laws and regulations.

You warrant and undertake to protect the Sensitive Information of all End Users. You and Your Clients shall comply with all applicable privacy laws and regulations including those applying to Sensitive Information. You shall provide and adhere to a conspicuous privacy policy for Your Clients that clearly and accurately describes to End Users what information You will collect and how You will use and share such information (including for advertising) with SylLab and third parties.

You warrant and undertake to ensure that Sensitive Information of End Users are only collected and used for the limited purpose which is deemed to be necessary and processed lawfully in accordance with applicable laws, and only retained for the minimum necessary period. Sensitive Information in Your possession shall be kept safe and secure from any actual or potential abuses.

Limitation of Liabilities

You agree that SylLab has made the APIs and SaaS Services available and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties. You further agree that in the absence of such limitations of liability, the economic terms of this Agreement would be significantly different.

To the fullest extent permitted by law, under no circumstances, and under no legal theory, tort, contract, or otherwise, shall SylLab be liable to You or any other person for any loss profits, revenues, or data; financial losses; or indirect, special, consequential, exemplary, or punitive damages even if SylLab may have been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable. SylLab shall not be liable for any losses (direct or indirect) or damages arising out of or related to Your use of the APIs and SaaS Services. The maximum aggregate liability of SylLab to You arising in connection with this Agreement (as long as it has been duly fulfilled by You) shall not, in any event, exceed one hundred US dollars (USD100). Some jurisdictions do not allow the exclusion or limitation of some incidental or consequential damages, so this limitation and exclusion may not apply.

You understand and agree that SylLab shall not be liable for any failure to save, modify, delete, or store Your information and data generated by Your API Clients, or any third-party information. Nothing in this section will be deemed to limit either Party’s liability for willful misconduct or infringement of the other’s Intellectual Property Rights.

In all cases, SylLab shall not be liable for any expense, loss, or damage that is not reasonably foreseeable.

Our APIs, SaaS Services, and materials are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, You hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these API Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies You have, and our liability is limited (at our option) to the replacement or repair of the APIs.

Representations and Warranties

Each Party represents and warrants that it has the power and authority to enter into this Agreement and that its respective provision and use of the API and SaaS Services are in compliance with laws applicable to such Party.

SylLab warrants that, during the Subscription Term, the API and SaaS Services will perform materially in accordance with the applicable Materials. In the event of a material breach of the foregoing warranty, Your exclusive remedy and Syllab’s entire liability will be for You to request assistance through the Support Services, which SylLab will provide in accordance with its obligations under this Agreement (“Support”).

SylLab warrants that, to the best of its knowledge, the SaaS Services are free from, and SylLab will not knowingly introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm.

Except for the exclusive warranties set forth in this section, to the maximum extent permitted under applicable law, the API and SaaS Services are provided “as is” without warranty of any kind, and SylLab makes no warranties, express, implied, statutory, or otherwise, with regarding or relating to the API and SaaS Services, Materials or Support services. SylLab specifically and explicitly disclaims all other warranties, express and implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, those arising from a course of dealing or usage or trade, and all such warranties are hereby excluded to the fullest extent permitted by law. Further SylLab does not warrant the API and SaaS Services will be error-free or that the use of the API or SaaS Services will be uninterrupted.

Indemnifications

Unless prohibited by applicable laws, You agree to indemnify, defend, and hold harmless SylLab and its subsidiaries, affiliates, officers, directors, shareholders, employees, and agents, from any claim, demand, liabilities, damages, losses, costs, and fees including reasonable attorneys’ fees, made by any third party arising from or in any way related to Your access to and/or use of the SylLab API and SaaS Services, and/or violation of this Agreement. SylLab shall provide You with written notice of any such claim or demand. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by You, which shall not excuse Your indemnity obligations.

Your violation of Your representations, warrants, and undertakings in the Agreement, as well as the following:

• Your or Your End Users’ misuse or illegal use of the API and SaaS Services, or Your violation of the applicable laws and regulations relating to the APIs;
• Your violation or Your End Users’ violation of this Agreement or other applicable SylLab Agreements;
• any content or data imported into or used with the APIs and SaaS Services by You, those acting on Your behalf, or Your End Users;
• Your violation of Your privacy compliance and cybersecurity obligations to any third party; and
• Your infringement or misappropriation of any patent, copyright, trademark, or other intellectual property rights of SylLab or any third party.

Notwithstanding anything contained in the preceding section:

• we will always be free to choose our own counsel if we pay for the cost of such counsel; and
• no settlement may be entered into by You, without our express written consent (such consent not to be unreasonably withheld), if:
  • The third-party asserting the claim is a government agency,
  • The settlement arguably involves the making of admissions,
  • The settlement does not include a full release of liability, or
  • The settlement includes terms other than a full release of liability and the payment of money.

Disclaimers

No claim may be asserted by You against SylLab more than six (6) months after the date of the cause of action underlying such claim. Your sole and exclusive remedy for any failure or non-performance of the API or SaaS Services shall be for SylLab to use commercially reasonable efforts to adjust or repair its API or SaaS Services.

You hereby waive California Civil Code Section 1542 (if You are a California resident), and any similar provision in any other jurisdiction (if You are a resident of such jurisdiction).

General Provisions

You acknowledge that You have read this Agreement, understand it, and agree to be bound by its terms.

Entire Agreement and Execution

This Agreement comprises the entire agreement between You and SylLab, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter. In the event of a conflict between the terms of this Agreement and any other document referenced in this Agreement, this Agreement will control. Any preprinted terms on any ordering documents or terms referenced or linked therein will have no effect on the terms of this Agreement and are hereby rejected, including where such ordering document is signed by SylLab. This Agreement may be executed in counterparts, which taken together form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement will be legally binding with the same force and effect as manually executed signatures.

Severability

This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in full force and effect and enforceable.

Modifications to the Contract

As our business evolves, we may change these Terms and the other components of this Agreement. SylLab may modify any of the terms and conditions in this Agreement at any time and in its sole discretion with or without notice to You. Modifications may affect Services and may require You to make changes to Your services at Your own cost to continue to be compatible with or interface with API and SaaS Services. You can review the most current version of the API Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If You access our API or SaaS Services after the effective date, that access will constitute Your acceptance of any revised terms and conditions.

Modifications to our API, SaaS Services, and Materials

SylLab is still evolving, and so we need the flexibility to occasionally make changes to our API and SaaS Services, including backwards incompatible changes. Also, parts of our API and SaaS Services are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our API and SaaS Services may change at any time, You should not rely on their behaviors.

SylLab may, in its sole discretion, release subsequent versions and/or updated versions of the API and SaaS Services and require You to use the most current version by giving You written notice. Modifications may affect Your services and may require You to make changes to Your services at Your own cost to continue to be compatible with or interface with the API and SaaS Services.

SylLab may conduct maintenance on, stop providing, and/or change the method of access to the API and/or SaaS Services at any time, with or without notice to You. For the avoidance of doubt, SylLab, in its sole discretion, may temporarily or permanently suspend Your access to and/or use of the API and/or SaaS Services under this Agreement. SylLab shall not be liable for any cost, expenses, or damage which You may incur as a result of said maintenance, suspension, or changing the method of access to and/or use of API and/or SaaS Services.

If any modification is unacceptable to You, Your sole recourse is to terminate this Agreement. Your continued access to and/or usage of the API and/or SaaS Services following the modifications constitutes Your irrevocably and binding acceptance of the change.

Survival

The sections titled “Your Responsibilities,” “Intellectual Property Rights,” “Term and Termination,” “Confidentiality,” “Data Protection,” “Limitation of Liabilities,” “Representations and Warranties,” “Indemnification,” “Disclaimers,” and “Survival,” as well as all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the Contract.

Force Majeure

Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Waiver

No failure, delay, or omission by either party in exercising any right or remedy under this Agreement or existing law or equity will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Assignment

You shall not assign, subcontract, delegate, or transfer any rights and obligations under this Agreement whether by operation of law or otherwise, without the express prior written consent of SylLab. SylLab shall have the right to freely assign or otherwise transfer this Agreement (in whole or part). Any purported assignment in violation of this section is void. SylLab’s sole remedy for any purported assignment in breach of this section will be at its election, including termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assignees.

Further Assurances

You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.

Titles

The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.

Third Parties

SylLab’s underlying service providers, business partners, third-party suppliers and providers, members of its network, account providers, licensors, officers, directors, employees, distributors, and agents are expressly made third party beneficiaries of this Agreement. Except as set forth in the immediately preceding sentence, nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.

No Agency

Nothing in this Agreement is to be construed as creating any agency, partnership, or joint venture relationship between the Parties hereto. Neither Party has any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever. Each Party may identify the other as a customer or supplier, as applicable.

Equitable Relief

You agree that any violation or threatened violation of this Agreement may cause irreparable injury to SylLab, entitling SylLab to obtain injunctive or other equitable relief in addition to all legal remedies.

Attorney Fees

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.

Authority

You represent that You have the full power, capacity, and authority to accept this Agreement. If You are accepting on behalf of Your employer or another entity, You represent that You have the full legal authority to bind Your employer or such entity to this Agreement.

Governing Law

This Agreement shall be governed by the laws of the State of California, USA, without regard to any conflict of laws principles. All claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall be solely and exclusively brought in to the Federal courts located in San Francisco, California, USA, and the local laws of San Francisco shall apply to any such action related to the above without regard to any conflicts of laws principles. The Parties agree that exclusive venue and jurisdiction for any and all actions brought by the parties or related entities shall be in the Federal courts residing in San Francisco, California. You waive any and all objections and challenges to the exclusive venue and jurisdiction of this section.

Each Party irrevocably submits to the personal jurisdiction and venue of and agrees to service of process issued or authorized by, any court in the Applicable Jurisdiction in any action or proceeding. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.

Notices

You agree that SylLab may provide notice to You by emailing such notice to the email address listed by You during Your registration with SylLab’s Services or Website. Such notice shall be considered to be received by You within 24 hours of the time it is emailed to You unless we received notice that it was not delivered. Any notice to SylLab must be sent by email to contact@syllab.io. Either party may from time to time change its email address for notices under this Section by giving the other Party at least thirty (30) days prior written notice of the change.

Publicity

You grant us the right to use Your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and customers, subject to Your standard trademark usage guidelines as provided to us from time-to-time.

Anti-Corruption

Each Party acknowledges that it is aware of, understands, and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”).

Export Laws

Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the API and SaaS Services. Without limiting the generality of the foregoing, You represent that it is not named on any U.S. government denied-party list and will not make the API and/or SaaS Services available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties.