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APILayer Marketplace Terms of Use

Effective on May 31, 2022

The following terms of use (as amended, from time to time, “Terms of Use”) governs use of the apilayer Data Products GmbH, an entity incorporated in Austria (“APILayer” or “we”), (including any marketplace maintained by APILayer), (the “APILayer Marketplace”) which is an online marketplace for application programming interfaces (each, an “API” and collectively, the “APIs”). The APILayer Marketplace is maintained and operated by APILayer. These Terms of Use governs your use of the APILayer Marketplace and all purchases of and subscriptions to the APIs provided by APILayer in the APILayer Marketplace or otherwise made available in the APILayer Marketplace. These Terms of Use form a legally binding agreement between you (defined in Section 1.1) and APILayer. By placing an Order (as defined in Section 1.3 below) for an API service, or accessing or using the APILayer Marketplace (including posting any content in the product review section of the APILayer Marketplace), you indicate your assent to be bound by these Terms of Use and accept these Terms of Use. If you do not agree to these Terms of Use, do not place an Order, do not post any content to the APILayer Marketplace and do not otherwise use or access the APILayer Marketplace or the APILayer service. PLEASE REVIEW THIS AGREEMENT THOROUGHLY BEFORE ACCEPTING.

  1. Introduction
    1. Parties Bound by these Terms of Use.

      In these Terms of Use, “you” refers to the customer (e.g., person or entity) accessing and using the APILayer Marketplace (the “APILayer Customer” or “you”). You are fully responsible for compliance with these Terms of Use by anyone using the APILayer Marketplace or placing Orders on your behalf. Any person using the APILayer Marketplace or placing an Order on behalf of an APILayer Customer is binding that APILayer Customer to these Terms of Use. These Terms of Use also apply to you if you are browsing the APILayer Marketplace, posting any content to the APILayer Marketplace or leaving a review.

    2. Types of APIs.

      Some APIs are made available at no charge, and others require payment of fees. The listing for each API will identify the provider of the API (“Vendor”), which may be APILayer or a third party. APIs for which APILayer is the Vendor are “APILayer APIs,” and APIs for which the Vendor is a third party are “Third Party APIs”. Most Vendors are third parties, who create, own and are responsible for their own APIs as further described in these Terms of Use.

    3. Finding APIs and Placing Orders.

      The APILayer Marketplace includes all other webpages, applications, interfaces and services we make available from time to time therein. You may purchase APIs through the APILayer Marketplace by using APILayer’s website and each online purchase is referred to herein as an “Order” and includes any order, purchase, installation, trial, download or enablement of an API (including renewals and upgrades), whether through the APILayer Marketplace or through in-product processes included in APILayer services. All Orders are subject to these Terms of Use.

    4. APILayer Marketplace Policies.

      Your Orders and use of the APILayer Marketplace are also subject to any marketplace FAQs and posted policies, as may be published and modified by APILayer from time to time (“APILayer Marketplace Policies”), which are incorporated into these Terms of Use.

  2. Orders
    1. Accounts and Registration.

      Your Order will identify the Vendor, your authorized scope of use of the API (such as the platform or number of uses, as applicable) and license or subscription term, as applicable. Once you complete your Order, APILayer will provide with you access to the applicable APIs, including any relevant license or access keys, as described in the APILayer Marketplace Policies.

    2. Paid APIs.

      To receive access to paid APIs, you must pay APILayer the fees, including all taxes, indicated at the time of your Order. Terms for renewals, including pricing, will be described within the API’s listing on the APILayer Marketplace (or if different, your Order). For any Third Party API, you acknowledge and agree that APILayer is the Vendor’s commercial agent and that you are required to make any related payments directly to APILayer (and your sales contract with APILayer includes these Terms of Use and the applicable Order). However, after you complete your Order, your usage of any Third Party APIs will be governed by the applicable Vendor Terms, as described in Section 3. All purchases of paid APIs are final, non-cancellable and non-refundable – APILayer has no obligation to issue any refund or credit in respect of any purchase through the Apilayer Marketplace.

    3. Trial Periods.

      The APILayer Marketplace may offer free trial periods for APIs. After expiration of the trial period, your credit card will be charged on a monthly basis unless you cancel your subscription by logging on your APILayer account before (i) the end of your trial period or (ii) your next monthly billing charged. In addition, your API key(s) may be revoked or your access to the API(s) may otherwise be restricted if you fail to make the appropriate payment for continued usage past the free trial period, in which case the API will cease to function and you must cease using and delete your copies of the API and any related license or access keys

  3. Use of APIs.
    1. Vendor Terms.

      Without limiting the disclaimers, restrictions or other provisions in these Terms of Use, usage of APIs is subject to the license or subscription terms, privacy policies and other applicable terms specified by the Vendor (“Vendor Terms”), including any usage limits described therein. Vendor Terms are typically included on the API’s listing page or presented through the Order process. You may not use an API if you do not agree to the relevant Vendor Terms. BY USING OR DOWNLOADING AN API FROM THE APILAYER MARKETPLACE YOU ARE AGREEING TO THE THE VENDOR TERMS PUBLISHED IN THE APILAYER MARKETPLACE FOR SUCH API – YOU SHOULD REVIEW ALL VENDOR TERMS PRIOR TO USING, PURCHASING OR DOWNLOADING ANY API AND YOU SHOULD NOT USE OR DOWNLOAD AN API IF YOU DO NOT AGREE WITH ALL OF THE VENDOR TERMS RELATING TO SUCH API.

      a) Third Party APIs. Third Party APIs are subject to the third party’s Vendor Terms, not the APILayer Terms. By using, ordering, installing or enabling any Third Party API, you are entering into the Vendor Terms directly with the applicable third party Vendor. APILayer is not a party to, or responsible for compliance with, any third party Vendor Terms, and does not guarantee any third party Vendor Terms are adequate for your own needs. Please see Section 4 (Data Collection and Sharing) for additional information about how third party Vendors use your data.

      b) APILayer APIs. If APILayer is the Vendor of the API, the Vendor Terms are the APILayer terms that govern said API and as may be modified from time to time (the “APILayer Terms”). The APILayer Terms include the APILayer Privacy Policy available at https://www.ideracorp.com/Legal/APILayer/PrivacyStatement. In event of a conflict between these Terms of Use and the APILayer Terms, the APILayer Terms will control each party’s rights and responsibilities for the API itself, while these Terms of Use will control the APILayer Marketplace generally.

    2. Support and Maintenance.

      Any support and maintenance of Third Party APIs will be provided by the applicable Vendor and only to the extent described in the applicable Vendor Terms. APILayer is not responsible for any support and maintenance for Third Party APIs, and a Vendor’s failure to provide any support or maintenance does not entitle you to any refund. If APILayer is the Vendor, it will provide any support and maintenance in accordance with the APILayer Terms.

    3. Reservation of Rights.

      Except for the rights explicitly granted to you in these Terms of Use and in the Vendor Terms for each API, all right, title and interest (including intellectual property rights) in the APILayer Marketplace are reserved by APILayer, and all right, title and interest (including intellectual property rights) in the APIs are reserved and retained by their respective Vendors and licensors. APIs are provided on a license or subscription basis, not sold, and you do not acquire any ownership rights in the APILayer Marketplace or the APIs.

  4. Data Collection and Sharing.
    1. Order Information.

      If you order an API through APILayer, APILayer will provide the Vendor with the information you provide in completing the Order, such as your name, company name (if any), addresses (including email address) and phone number.

    2. Third Party Vendor Use of Data.

      If you place an Order for Third Party APIs, you authorize Vendors to access or use certain data in the applicable APILayer services. This may include transmitting, transferring, modifying or deleting such data, or storing such data on Vendor or third party systems. Any third party Vendor’s use of accessed data (whether data in the APILayer services or separately collected from you or your device) is subject to the applicable Vendor Terms. APILayer is not responsible for any access, use, transfer or security of data or information by third party Vendors or by Third Party APIs, or for the security or privacy practices of any third party Vendor or such Vendor's Third Party APIs and third party processors. You are solely responsible for your decision to permit any third party Vendor or Third Party API to access or use data to which you’ve granted access.

    3. APILayer Use of APILayer Marketplace Data.

      Any data that APILayer collects from you based on your use of the APILayer Marketplace and your Orders, or that it receives from third party Vendors on your behalf, is subject to the APILayer Privacy Policy, which is available at https://www.ideracorp.com/Legal/APILayer/PrivacyStatement.

    4. Analytics and Usage Data.

      In addition, you authorize the Vendor and APILayer (if APILayer is not the Vendor) to collect and use technical data and related information (including technical information relating to your device, system, and the API), in non-personally identifiable form, to facilitate the provision of software updates, product support, marketing efforts and other services to you related to the API. Vendor and APILayer (if APILayer is not the Vendor) may each use this information, as long as it is in a form that does not personally identify individual users, to improve their respective products or to provide services or technology to you (including with respect to APILayer, the APILayer Marketplace and APILayer services).

  5. Reviews of APIs.

    The APILayer Marketplace may allow users to post reviews (e.g., a star rating) of APIs and to post comments on your API’s marketplace page or on users’ reviews.

    1. User Names Displayed.

      Reviews and comments must be posted under the name and profile of the user submitting the content (as listed in his or her APILayer account). If you do not want your name or other profile information to appear then you should not post reviews or comments on the APILayer Marketplace.

    2. Rules for Reviews.

      All reviews and comments must comply with APILayer’s Acceptable Use Policy and the terms below. To make your reviews and comments useful to others:

      i. Reviews must be made in good faith after reasonable evaluation of the relevant API;

      ii. Users may post only one review per API, unless the latter review reflects a good-faith rating change based on further evaluation. Any modified reviews will be marked as “edited”;

      iii. You (including anyone acting on your behalf) may not review or comment on your own API, an API owned by a company you work for, or those of competitors. As an exception, you may provide informational responses to support requests or other inquiries directed to you within the reviews or comments section of your API listing;

      iv. A Review must evaluate the API itself and not be an evaluation of the underlying product with which the API integrates or functions; and

      v. Reviews or comments unrelated to the relevant API are prohibited – for example, discussing APILayer’s employees, business or stock, or those of other companies, or unrelated products or services.

    3. APILayer Rights.

      APILayer reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or comment on the APILayer Marketplace. APILayer does not claim ownership of the content of reviews or comments you post on the APILayer Marketplace. However, you hereby grant APILayer a nonexclusive, worldwide, irrevocable, perpetual, transferable, sublicenseable (through multiple tiers), fully paid-up, royalty-free license to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display that content (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed, and to permit others to do so.

  6. Your Responsibilities.
    1. Representations and Warranties of APILayer Customers.

      You (including anyone acting on your behalf) represent and warrant that you have all necessary right, power and authority (i) to enter into and be legally bound by these Terms of Use, (ii) to place any Orders, and (iii) and to authorize Vendors to access and use your data and information as described in Section 4 and as provided in all applicable Vendor Terms, all without violation of any other agreements or policies.

    2. Compliance with Law and Reservation of Rights.

      You must use the APILayer Marketplace and APIs in compliance with all applicable laws.

    3. Indemnification.

      You agree to indemnify, defend (at APILayer’s request) and hold harmless APILayer, its affiliates, and its and their officers, agents and employees from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs) arising out of your violation of these Terms of Use or the applicable Vendor Terms, your violation of any rights of a third party, or any content you submit to or publish on the APILayer Marketplace. You may not settle any such claim without APILayer’s prior written consent.

  7. Term and Termination.
    1. For Cause.

      Your rights hereunder will automatically terminate upon your breach of any term or condition contain in these Terms of Use. Upon any such termination, you shall cease all use of the APILayer Marketplace, and APILayer may immediately revoke and disable your access to the APILayer Marketplace and any APIs without notice to you and without refund of any purchases.

    2. Discontinuation of Marketplace.

      APILayer may terminate these Terms of Use without notice to you if APILayer, in its discretion, discontinues the APILayer Marketplace.

    3. Effect on APIs.

      If these Terms of Use terminate, your rights to use any previously obtained APIs will survive in accordance with the applicable Vendor Terms.

    4. Survival.

      The following Sections will survive any termination or expiration of these Terms of Use: 3.1(b) (APILayer Terms) (if applicable for continued use of APILayer APIs), 3.3 (Reservation of Rights), 4 (Data Collection and Sharing), 5.3 (APILayer Rights) and 6 (Your Responsibilities) through 10 (General).

  8. Important Disclaimers and Limitations of Liability.
    1. Third Party APIs.

      A significant portion of the APIs in the APILayer Marketplace are provided by parties other than APILayer. Third party Vendors are solely responsible for their APIs and any related content or materials included in their APIs. APILayer has no liability or responsibility whatsoever for any Third Party APIs, including their accuracy, reliability, availability, security, data handling, data processing, completeness, usefulness or quality, even if APILayer is hosting such API. These disclaimers apply even if an API complies with APILayer’s guidelinesfor Third Party APIs, even if APILayer hasreviewed, certified, or approved the Third Party API. Any use of Third Party APIs is at your sole discretion and risk. Vendors are solely responsible for ensuring that any information they submit in connection with any Third Party API is accurate, complete and correct, and APILayer is not responsible for the standards or business practices of any third party Vendor (whether support, availability, security or otherwise). You should always independently verify that any Third Party APIs or Vendor business practices meet your needs. In addition, APILayer is not responsible for any third party websites to which the APILayer Marketplace links or their terms of use or privacy policies. You should use your discretion when visiting third party websites.

    2. Removal of APIs.

      At any time, APILayer may remove an API from the APILayer Marketplace in accordance with its applicable policies, and Vendors may also update, modify or remove their own APIs at any time.

    3. Interoperability.

      APILayer makes no guarantee that any APIs will work properly with APILayer services or that APIs will continue to work with APILayer services as they change over time. Some APIs rely on hosted or cloud services provided by the Vendor or third parties, and these APIs may not function properly or may become inoperable if those services are discontinued.

    4. Disclaimer of Warranties.

      To the maximum extent permitted by law, APILayer offers the APILayer Marketplace, APILayer APIs and all Third Party APIs “AS IS” and “AS AVAILABLE”, and APILayer hereby disclaims all warranties, whether express, implied or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, relating to the APILayer Marketplace or this Agreement. You may have other statutory rights, in which case the duration of any statutory warranties will be limited to the maximum extent permitted by law.

    5. Limitations of Liability.

      To the maximum extent permitted by law, in no event will APILayer be liable for any direct, indirect, consequential, special, exemplary, punitive or other liability related to the APILayer Marketplace, APILayer APIs or any Third Party APIs, including for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business or costs of delay. If the foregoing disclaimer of direct damages is not enforceable at law for any reason, in no event will APILayer’s aggregate liability to you under these Terms of Use exceed the greater of (1) the amount you paid to APILayer for the Third Party API related to your claim, or (2) one hundred dollars (US$100).

    6. Basis of Bargain; Failure of Essential Purpose.

      APILayer entered into these Terms of Use relying on the limitations of liability, disclaimers of warranty and other provisions relating to allocation of risk herein, and you agree that such provisions are an essential basis of the bargain between the parties. You agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose.

    7. Affiliates and Contractors of APILayer.

      You acknowledge and agree that APILayer’s affiliates, contractors and service providers may exercise all rights of APILayer under these Terms of Use, and that all limitations of liability and disclaimers in these Terms of Use apply fully to and benefit APILayer’s affiliates.

  9. Dispute Resolution; Governing Law.
    1. Informal Resolution.

      In the event of any controversy, dispute or claim arising out of or relating to these Terms of Use, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms of Use pursuant to Section 9.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 9.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.

    2. Governing Law; Jurisdiction.

      These Terms of Use will be governed by and construed in accordance with the applicable laws of the State of Texas, USA, without giving effect to the principles of that State’s laws relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms of Use must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Austin, Texas, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Austin, Texas, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.

    3. Injunctive Relief; Enforcement.

      Notwithstanding the provisions of Section 9.1 (Informal Resolution) and 9.2 (Governing Law; Jurisdiction), nothing in these Terms of Use will prevent APILayer from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

    4. Exclusion of UN Convention and UCITA.

      The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms of Use. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms of Use regardless of when or where adopted.

  10. General.
    1. Assignment.

      You may not assign or transfer these Terms of Use. APILayer may freely assign, transfer and delegate its rights and obligations under these Terms of Use.

    2. Export Laws and Regulations.

      You may not use or otherwise export or re-export the APIs except as authorized by United States law and the laws of the jurisdiction in which the API was obtained. In particular, but without limitation, APIs may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list or the U.S. Department of Commerce’s Denied Persons, Entity, or Unverified Lists. By using any API, you represent and warrant that you are not located in any such country or on any such list. You agree not to use or provide the APIs for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.

    3. No agency.

      Nothing in these Terms of Use or any Order is intended to, or shall be deemed to, make APILayer your agent, or authorize APILayer to make or enter into any commitments for you or on your behalf.

    4. Entire Agreement.

      These Terms of Use constitute the entire agreement between the parties with respect to their subject matter and supersedes any and all prior or contemporaneous agreements between the parties with respect to their subject matter. For clarity, this does not limit the Vendor Terms, which apply in accordance with Section 3 above.

    5. Contact Information.

      All communications and notices by you concerning these Terms of Use must be in writing and must be sent to [email protected] APILayer may send you notices through your APILayer account or to your email address that is on file with APILayer.

    6. Changes to Terms.

      APILayer may modify these Terms of Use at its sole discretion by posting the revised terms on the APILayer Marketplace. You may be required to click to agree to the modified Terms of Use in order to continue using the Marketplace, and in any event your continued use of the APILayer Marketplace (including any future Orders) after the effective date of the modifications constitutes your acceptance of the modified terms. For clarity, the version of these Terms of Use in place at the time of your Order will apply for purposes of that Order. Except as provided in this Section 10.6, all changes or amendments to these Terms of Use require the written agreement of you and APILayer.

    7. Interpretation.

      If any provision of these Terms of Use is held invalid by a court with jurisdiction over the parties to these Terms of Use, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Use will remain in full force and effect. APILayer’s failure to enforce any provision of these Terms of Use will not constitute a waiver of APILayer’s rights to subsequently enforce the provision. In these Terms of Use, headings are for convenience only and terms such as “including” are to be construed without limitation.