Keycafe API Agreement
Last updated November 27, 2017.
This API Agreement (the "Agreement") creates a binding legal agreement between You ("Developer", "You" or "Your") and Keycafe. If You are entering into this Agreement on behalf of a company or other legal entity, then You represent and warrant that You have the authority to enter into this Agreement on behalf of such entity and that from and after Your acceptance of this Agreement, this Agreement is binding upon the entity You represent, in which case the terms "You" and "Your" will refer to such entity.
Capitalized terms used in this Agreement have the meanings set out in the Keycafe Terms of Service available at https://www.keycafe.com/keycafe-tos (the "Keycafe Terms"), unless otherwise defined in this Agreement.
BY ACCESSING OR USING AN API, OTHER DEVELOPER SERVICES OR ASSOCIATED SOFTWARE MADE AVAILABLE BY KEYCAFE (COLLECTIVELY, THE "KEYCAFE APIS"), YOU IRREVOCABLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT AND THE KEYCAFE TERMS, YOU MUST NOT ACCESS OR USE THE KEYCAFE APIS.
Although Keycafe may attempt to notify You directly when major changes are made to this Agreement, Keycafe may, in its sole discretion, modify this Agreement at any time by posting such changes on the Site, and You agree that by continuing to access or use the Keycafe APIs after posting, You accept and are bound by such modifications or revisions.
If You enter into this Agreement, You must also enter into the Keycafe Terms and the Keycafe Community Guidelines available at https://www.keycafe.com/keycafe-community-guidelines (the "Community Guidelines").
Access and Use of the Keycafe APIs
1.1. Registration and API Key. In order to access certain of the Keycafe APIs, You may be required to register an account and provide certain identifying information, including without limitation Your name, email address, mobile number and other contract information (collectively, "Registration Information") and generate an API key in your account ("API Key"). Any Registration Information You provide must be accurate and up to date and You agree to promptly notify Keycafe of any updates to Your Registration Information. You agree that You are solely responsible for maintaining the confidentiality of (and not sharing with any other person) Your Registration Information and any API Key or account credentials that may be issued to You by Keycafe and that You will be solely responsible for all applications that are developed under Your account. 1.2. End Users. You agree that each user (each, an "End User") of any applications You develop using the Keycafe APIs must agree to and accept the terms and conditions set forth in this Agreement, the Keycafe Terms and the Community Guidelines. If an End User does not agree to and accept this Agreement, the Keycafe Terms and the Community Guidelines, You must immediately cease providing access to and use of such applications to such End User. 1.3. Compliance with Laws and Third Party Rights. You hereby agree that: 1.3.1. You will protect the privacy and legal rights of each End User, and if Your application stores personal or sensitive information provided by End Users, it must do so securely; 1.3.2. You will comply with all applicable laws, regulations and third party rights, including without limitation laws regarding the import or export of data or software, privacy and local laws, and will not use the Keycafe APIs to encourage or promote illegal activity or violation of third party rights; 1.3.3. You will not engage in any activity with the Keycafe APIs, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks or other properties or services of any person including, but not limited to, the Keycafe Group or any mobile communications carrier; 1.3.4. You agree that You are solely responsible for (and that the Keycafe Group has no responsibility to You or to any third party for) any data, content or resources that You create, transmit or display through any applications created using the Keycafe APIs, and for the consequences of Your actions (including any loss or damage which the Keycafe Group may suffer) by doing so; and 1.3.5. You agree that You are solely responsible for (and that the Keycafe Group has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which the Keycafe Group or any third party may suffer) of any such breach.
License to Keycafe APIs
2.1. License. Subject to Your compliance with the terms of this Agreement, the Keycafe Terms and the Community Guidelines, Keycafe grants You a limited, personal, non-assignable, non-exclusive and non-sublicensable license to use the Keycafe APIs solely to develop applications that interact with or otherwise utilize the Service. 2.2. Ownership. You agree that the Keycafe Group or its licensors own all legal right, title and interest in and to the Keycafe APIs, including any Intellectual Property Rights that subsist in the Keycafe APIs. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law and any and all other proprietary rights now existing or which may come into existence in the future on a worldwide basis. The Keycafe Group reserves all rights not expressly granted to You by this Agreement 2.3. Limitation of Use. You may not use the Keycafe APIs for any purpose that is not expressly permitted by this Agreement. Except to the extent required by applicable third party licenses, You may not: (a) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble or create derivative works of the Keycafe APIs or any part thereof; or (b) load any part of the Keycafe APIs on to any other hardware device except a computer under Your control, combine any part of the Keycafe APIs with other software or distribute any documentation, software or devices incorporating a part of the Keycafe APIs. 2.4. Open Source Components. Use, reproduction and distribution of components of the Keycafe APIs licensed under an open source software license are governed solely by the terms of that open source software license and not this Agreement. A list of the components included in the Keycafe APIs is available at https://www.keycafe.com/docs/public-api 2.5. Ownership of Data. If You use any of the Keycafe APIs to retrieve data from the Keycafe Group, You acknowledge that the data may be protected by Intellectual Property Rights which are owned by the Keycafe Group or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such Keycafe APIs may be subject to additional terms and conditions under a separate contract. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant terms and conditions under a separate contract. 2.6. Use of Data. If You use any of the Keycafe APIs to retrieve a user's data from the Keycafe Group, You acknowledge and agree that You shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given You permission to do so. 2.7. Changes to Keycafe APIs. You agree that the form and nature of the Keycafe APIs that Keycafe provides may change without prior notice to You and that future versions of the Keycafe APIs may be incompatible with applications developed using previous versions of the Keycafe APIs. You agree that Keycafe may stop (permanently or temporarily) providing the Keycafe APIs or any portion thereof to You or to users generally at Keycafe's sole discretion, without prior notice to You. 2.8. No right to use Keycafe's Marks. Nothing in this Agreement gives You a right to use any of Keycafe's trade names, trademarks, service marks, logos, domain names or other distinctive brand features. 2.9. Proprietary Rights Notices. You agree that You will not remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Keycafe APIs.
Third Party Applications
4.1. Use of Third Party Applications. If You use the Keycafe APIs to run applications developed by a third party or that access data, content or resources provided by a third party, You agree that the Keycafe Group is not responsible for those applications, data, content or resources. You understand that all data, content or resources which You may access through such third party applications are the sole responsibility of the person from which they originated and that the Keycafe Group is not liable for any loss or damage that You may experience as a result of the use or access of any of those third party applications, data, content or resources. 4.2. Third Party Intellectual Property Rights. You should be aware the data, content and resources presented to You through such a third party application may be protected by Intellectual Property Rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content or resources (either in whole or in part) unless You have been specifically given permission to do so by the relevant owners. 4.3. Third Party Terms. You acknowledge that Your use of such third party applications, data, content or resources may be subject to separate terms between You and the relevant third party. In that case, this Agreement does not affect Your legal relationship with these third parties.
Term and Termination
5.1. Term. This Agreement will remain in effect indefinitely until terminated as set forth in this Section 5. 5.2. Termination by Keycafe. Keycafe may terminate this Agreement for any reason without notice. 5.3. Termination by You. If You want to terminate this Agreement, You may do so by ceasing Your use of the Keycafe APIs and Your account credentials. 5.4. Survival. The parties' respective rights, obligations and duties under Sections 2.2, 2.4 through 2.9, 3, 4, 5.4, and 6 through 8, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE KEYCAFE APIS IS AT YOUR SOLE RISK AND THAT THE KEYCAFE APIS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM THE KEYCAFE GROUP OR ANY THIRD PARTY.
YOUR USE OF THE KEYCAFE APIS AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED OR GENERATED THROUGH THE USE OF THE KEYCAFE APIS IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
THE KEYCAFE GROUP FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE KEYCAFE GROUP AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT THE KEYCAFE GROUP OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT OR SIMILAR STYLE CLAIM.
To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless the Keycafe Group and its directors, officers, employees, agents and licensors from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Your use of the Keycafe APIs, (b) any application You develop using the Keycafe APIs that infringes any copyright, trademark, trade secret, trade dress, patent or other Intellectual Property Right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by You with this Agreement.