APIs Terms of Service
Updated: October 12th, 2015
Please read these Terms of Service (“Terms”) carefully; they constitute a legally binding contract. By requesting an API key with us, using the Asymmetrica APIs, our websites (e.g., asym.co) (“Website”), or any other element of our services (“Services”), you have agreed to be bound by these Terms.
We reserve the right to change these Terms from time to time, and such changes will become applicable to you if you continue to use the Services at any time after such changes are posted on our Website. Where we believe that any changes are material, we will notify you through alerts on our Website, via social media, and/or an email to the address you have provided us. But regardless of whether you receive such notice, any changes will become effective if you use the Services at any time after such changes are published on this page. We recommend that you visit this page periodically to be sure you are aware of the most recent terms of this agreement.
If you do not agree to these Terms, do not use any of the Services, and if you do not wish to agree to any changes to these Terms, please cease using all Services and destroy your authentication information (e.g., API keys).
The Parties to this Agreement
These Terms describe a contractual agreement between you, the user of the Services (“you”, “your”), and Asymmetrica Labs Inc. regarding your use of the Services offered by Asymmetrica. Asymmetrica has the right to refuse registration of, or cancel your user account in its discretion for any reason or for no reason. Without limiting the generality of the foregoing, you specifically acknowledge that Asymmetrica has the right to terminate or limit your account or access in the event that Asymmetrica determines, in its sole discretion, that you have violated the policies of the Services used by you, including any activities that adversely affect the experience of other users.
What Asymmetrica Labs is Providing
Subject to your acceptance of these Terms, Asymmetrica grants to you a non-exclusive, non-transferable, revocable limited license to use the Services and related software and to display the results of such Services for your commercial use. You agree not to use the Services for any other purpose, or to copy, reverse engineer, or distribute the content of the Service except as specifically allowed in these Terms. You also agree that you have no right to access, view or alter any source code or object code of Asymmetrica.
Asymmetrica reserves the right to charge fees after any applicable trial period, modify these charges up or down for particular users, to charge additional fees for faster service, large uploads or customer support, and to waive fees entirely.
Your Privacy and the Use of Your Data
We recognize the importance of protecting the privacy of our users, particularly given the nature of that information.
All content, design, graphics, compilation, magnetic translation, digital conversion and other matters making up the Services are protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property rights) and owned by Asymmetrica. Use of the Services does not give you ownership of any intellectual property rights in any of the Content, documents or other materials you access. Our posting of information or materials on the Services does not constitute a waiver of any right in such information and materials. You may not copy, redistribute, reverse engineer, or publish any part of the Services unless we expressly permit you to in these Terms.
Comments, Feedback, Suggestions, Ideas, And Other Submissions
The Services may invite you to chat or participate in blogs, message boards, online/mobile forums and other functionality that will be viewed by other users and/or the general public. Any material you transmit to Asymmetrica or otherwise through these Services will be treated as non-confidential and non-proprietary. You hereby agree that Asymmetrica shall own all copyrights to any comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted, or offered to Asymmetrica in connection with the use of the Services or otherwise and any chat, blog, message board, online/mobile forum, text, email or other communication with Asymmetrica. You agree that unless otherwise prohibited by law, Asymmetrica may use, sell, exploit and disclose such materials in any manner, without restriction and without compensation to you. For example, We may use such materials in a number of different ways, including displaying it on the internet, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms.
You agree that your use of and conduct on the Services shall be lawful and will not:
violate the contractual, personal, intellectual property or other rights of any party, or promote or constitute illegal activity;
be in violation of these Terms, any local, state, federal or international law, rule or regulation or the rules of conduct posted with respect to any individual feature of the Services;
create user accounts by automated means or under false pretenses;
make improper use of Asymmetrica's support services or submit false reports of abuse or misconduct;
engage in any commercial activities, including, without limitation, any attempt to raise money for anyone or advertise or promote a product, service, website, pyramid scheme or other multi-tiered marketing scheme, without the prior written consent of Asymmetrica;
reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Services create to generate web pages or any software or other products or processes accessible through the Services;
except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Services, or use or launch any unauthorized script or other software;
interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Services.
We do NOT Make Warranties Regarding the Services
THE SERVICES ARE PROVIDED BY ASYMMETRICA ON AN “AS IS” BASIS. ASYMMETRICA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON ANY OF THE APIS, ASYMMETRICA BROWSER EXTENSIONS, OR THE WEBSITE OR IN ASSOCIATION WITH THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ASYMMETRICA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ASYMMETRICA FURTHER DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN OR AVAILABLE ON ANY OF THE SERVICES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
POTENTIAL UNAVAILABILITY. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. ASYMMETRICA SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY OF THE SERVICES. SUCH FAILURE MAY RESULT FROM ANY CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE BEYOND ASYMMETRICA’S REASONABLE CONTROL, SUCH AS MECHANICAL, ELECTRONIC OR COMMUNICATIONS FAILURE OR DEGRADATION (INCLUDING “LINE-NOISE” INTERFERENCE). YOU AGREE THAT ASYMMETRICA SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF MATERIALS, CONTENT, OR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICES.
Asymmetrica is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or applications on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with any usage of the Services or the Website in connection with the Services. Under no circumstances will Asymmetrica be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone's use of any Services, any content or third party applications, software or content posted on or through our Services, or transmitted to users, or any interactions between users of the Services, whether online or offline.
Asymmetrica makes every effort to provide fast, beneficial changes to the text content of websites you read; however, Asymmetrica cannot guarantee nor is responsible for malfunctions that may effect the readability, order of words, or layout of web pages processed by the Services. Asymmetrica is also not responsible for issues that may impact the performance of users’ web browsers while the Services are activated.
Limitation of Our Liability
Your use of the Services and the content of the Services is at your own risk. Asymmetrica and its partners have no liability whatsoever for your use or reliance on any product or service you use or encounter using our Services. In particular, but without limitation, you are agreeing that Asymmetrica is not liable under any theory of law for any compensatory, indirect, special, incidental, punitive or consequential damages, including but not limited loss of profits, business interruption, loss of information or data, a failure to conceive or deliver, any information or advice found on our site or directly provided by any of our Services, or any aspect of your relationship with a spouse or partner, whether based on breach of contract, breach of warranty, tort, product liability or otherwise. Our Services would not be provided without these limitations and if you do not agree to these limitations, please do not use the Services. No information you obtain from us through the Services or in support of the Services shall create any warranty, representation or guarantee not expressly stated in these Terms. Some states do not allow the exclusion or limitation of incidental or consequential damages, so certain of the above limitations and exclusions may not apply to you. In the event, that notwithstanding the foregoing, Asymmetrica is found to have a liability to you, you agree that its aggregate liability for any cause whatsoever, and regardless of the form of action, will at all times be limited to the amount paid, if any by you to Asymmetrica with respect to the Services, or One Hundred dollars if greater.
Protection of Your Account Information
Each user of the Services is responsible for taking all reasonable steps to ensure that no unauthorized person has access to his or her passwords, keys, or accounts.
Complete Agreement Between You and Us
How We Handle Disputes
If a dispute arises between you and Asymmetrica, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. In the event of a dispute we encourage you first to contact us to resolve your problem directly with us. You may contact us regarding any complaints or disputes at firstname.lastname@example.org.
THIS SECTION AFFECTS YOUR RIGHTS, PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS BY USING OUR SERVICE, WEBSITE, OR ANY OF OUR SERVICES.
Except as explicitly provided in these Terms, any dispute or claim relating in any way to your use of the Services, a product offered or provided by or through the Services, or otherwise arising out of or relating to these Terms that cannot be resolved directly between you and Asymmetrica shall be resolved by non-appearance based binding arbitration, rather than in court. Except as otherwise provided in these Terms, this includes any claims based in contract, statute, tort, fraud, misrepresentation or any other legal theory. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The Federal Arbitration Act and federal arbitration law apply to these Terms. There is no judge or jury in arbitration and court review of an arbitration award is limited. However, an arbitrator can award an individual the same damages and relief as a court and must apply and follow these Terms as a court would.
Either you or we can initiate arbitration through the alternative dispute resolution provider the American Arbitration Association (the “AAA”) pursuant to the then-current Supplementary Procedures for Consumer-Related Disputes (“AAA Consumer Rules”). The arbitration shall be conducted by telephone, online and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless the arbitrator determines that an in-person hearing is necessary based on the request of one of the parties and any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Asymmetrica will pay all arbitration fees and expenses. You and Asymmetrica each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial and agree to proceed only on an individual basis and not in a class, consolidated, or representative action.
The parties hereby appoint the arbitrator the exclusive power to rule on any challenges to the requirement for the use of alternative dispute resolution process in these terms. We also both agree that you or we may bring suit in court to obtain interim or preliminary injunctive relief necessary to protect the rights or property of you or Asymmetrica or our partners pending the completion of the arbitration.
Jurisdiction and Complete Agreement
These Terms are governed by the laws of the State of Delaware, without respect to its conflict of laws principles. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
How You Can Contact Us
If you have questions or concerns, you should contact us at email@example.com.
You agree to indemnify and hold Asymmetrica (and any employee, officer, or director of Asymmetrica, each a "Company Person") harmless (including costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Services, the violation of these Terms by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the Services by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against Asymmetrica or any Company Person. You remain solely responsible for all content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services.
TERM AND TERMINATION
Unless terminated by Asymmetrica, these Terms will remain in full force and effect while you use any of the Services. Subject to the last sentence of this Section, You may terminate the agreement reflected in these Terms at any time by deleting all material provided by our Services, including all text formatted by our Services from your computers, servers, and from any mobile device on which you have installed any element of the Services and ceasing to use the Services. Asymmetrica may terminate these Terms with respect to you at any time, particularly if you violate any provision of these Terms. Any termination of these Terms shall also terminate the licenses granted hereunder. Upon termination of these Terms for any reason, you shall destroy and remove from all computers, and other storage media all copies of the any intellectual property owned by Asymmetrica, INCLUDING THE DESTRUCTION OF ANY CONTENT THAT CONTAINS SPACING OR OTHER DATA ACQUIRED VIA THE SERVICES. Asymmetrica shall have the right to inspect and audit your facilities to confirm the foregoing. Your representations, the Indemnity section, the Dispute Resolution section, the Liability Limitation section and any other provision which by their nature are designed to survive termination shall survive any termination or expiration of these Terms.
Asymmetrica operates and controls the Services from its offices in the United States. Asymmetrica makes no representation that the Services are appropriate or available in other locations. The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Asymmetrica to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Services may be subject to United States export controls. Thus, the Services or software obtained therefrom may not be downloaded, exported or re-exported outside the United States, but in particular (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods. These Terms are effective until terminated by either party. You may terminate these Terms by destroying all material related to the Service, any text formatted using the Service, and Service-related materials obtained from the Services. The privileges granted to you under these Terms will terminate immediately and automatically without notice from Asymmetrica if, in our sole discretion, you fail to comply with any term or provision of these Terms. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. You may not assign these Terms without our prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Upon Asymmetrica's request, you will furnish Asymmetrica any documentation, substantiation or releases necessary to verify your compliance with these Terms. You agree that these Terms will not be construed against Asymmetrica by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
No Third Party Beneficiaries. These Terms are between you and Asymmetrica. No user has any rights to force Asymmetrica to enforce any rights it may have against any you or any other use.
Government Use. If You are a part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Service and any related software is a "commercial item", "commercial computer software", and "commercial computer software documentation". In accordance with such provisions, any use of the Service by the Government shall be governed solely by these Terms.