Terms of Service
Last modified: September 28, 2019.
Thank you for using Meshcapade’s application programming interfaces and associated software, content, products and services, (collectively the “APIs”). These API Terms of Service along with any additional terms supplied with accompanying documentation (the “API Terms”) describe and govern your rights and responsibilities when accessing or using any of our APIs or developing software that uses our APIs (“APIClient(s)”).
In the API Terms, “We”, “us” and “our” refers to Meshcapade GmbH, with office at Karlstraße 3, 72072 Tübingen, Germany,and “you” and “your” refers to the individual or legal entity that you represent. Please read this document carefully as you are agreeing to the API Terms by accessing or using any of our APIs. Each of Meshcapade GmbH and you herein after individually also called a "Party", or collectively called the "Parties".
1. API Access and Usage
You may be required to provide identification or other information in order to use our APIs. You warrant that any information you give to us will be accurate and up to date, and you will notify us promptly of any changes. You consent to us storing this information in accordance with applicable law and our privacy policies.
API credentials (such as usernames, passwords, and API keys) are intended to be used solely by you and your API Clients, and you agree to make commercially reasonable efforts to protect and keep confidential your credentials.
1.3. Compliance with Law and Third-Party Rights
You will not access our APIs in violation of any applicable law or regulation, including without limitation those regardingpersonally identifiable information (“PII”) and data privacy, import, and export.
You agree that Meshcapade may monitor, audit, and log your use of the APIs to ensure quality, improve our products and services, and verify your compliance with the API Terms.
2.2. Rights and Consent
Before submitting any content to our APIs, you will ensure that you have the necessary legal rights to do so, including consent to such use for any third-party rights present in the content.
Unless otherwise specified in writing by Meshcapade, Meshcapade does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to Meshcapade unless you have received prior written consent to such use from Meshcapade.
When accessing or using the APIs, you may not:
- Use the API output to generate defamatory, harassing, pornographic, obscene, or racist material whether commercial or not.
- Use the API output for purposes of mass-surveillance or for creating a digital-double of any person in avatar or other form of digital replication without such person’s explicit consent.
- Sublicense any APIs for use by a third party or create an API Client that substantially replicates or competes with the APIs.
- Attempt to interfere with the normal functioning of the APIs or the servers or networks providing the APIs.
- Attempt to use our APIs in a manner that exceeds or circumvents, rate limits or constitutes excessive or harmful usage.
- Attempt to access the APIs in a manner that compromises, circumvents, or tests the vulnerability of any of our security measures, except with express prior written approval by Meshcapade.
- Attempt toreverse engineer or extract source code, trade secrets, or know-how of our APIs.
At the end of each calendar month an invoice for the usage fee according to the selected subscription package will be sent to you. All payments must be made in full without any right of set-off or deduction due within 15 (fifteen) Business Days after the date of the invoice. You may alter your selected package for an upcoming month by sending a written notice to the following email address not later than 5 (five) working days before the end of a calendar month: email@example.com
Pricing is subject to changes. A notice of the changes will be sent to you at least one (1) month before the date at which the new price becomes effective.Any pricing discounts will be evaluated monthly based on usage.
Unless otherwise expressly stated in these API Terms, all payments due under these API Terms shall be paid in Euro and, if legally required, shall be paid with the additional value added tax.
For the purpose of computing payments made in a currency other than Euro, each invoice not issued in Euro shall be converted into Euro at the official conversion rate existing and as reported by the European Central Bank on the date of the respective invoice. All payments shall be without deduction of exchange, collection, or other charges, except for deduction of withholding or similar taxes.
You may terminate the Terms for any reason on a 7(seven) working days’ notice to us, and upon termination cease your use of the APIs. We may terminate the Terms with immediate effect by delivering notice of the termination to you, if you materially breach any of the obligations, covenants, or representations of these Terms.
Upon termination, terms including but not limited to sections 2.1 (ownership), 3 (prohibitions), 5 (termination and survival), 6 (representations and disclaimer of warranties), 7 (limitation of liability), and section 9 (general provisions) will survive any termination or expiration of the Terms.
6. Representations and Disclaimers of Warranties
You represent and warrant that you have the right to agree to these Terms and have the legal power to do so.
We represent and warrant that as of the last date of signature below, to our knowledge after reasonable inquiry, (i) the APIs do not infringe or misappropriate any third party’s intellectual property rights, and (ii) there are no pending or threatened claims or actions against us by any third party involving the APIs.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE APIS, RELATED COMPONENTS AND DOCUMENTATION ARE PROVIDED BY US ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
7. Limitation of Liability
THE INFORMATION FROM OR THROUGH THE APIS ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE APIS AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE APIS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR APIS. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PAYMENTS THAT WE RECEIVED FROM YOU FOR USE OF THE API OVER THE IMMEDIATE PRECEDING SIX (6) MONTHS.
By using our APIs, Meshcapade may use submitted information in accordance with our Privacy Policies.
9. General Provisions
9.1. Governing Law
These Terms, and any disputes or claims arising out of them (and any subsequent amendments of the Terms), shall be governed by the laws of the State of New York. The federal or state courts in the City of New York shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms (including a dispute regarding the existence, validity or termination of these Terms) without regard to conflict of law principles.
9.2. Assignment and Transfer
Neither these Terms nor any rights or obligations may be assigned or otherwise transferred by you to a third party (including by way or merger or consolidation) without the prior written consent of Meshcapade, not to be unreasonably withheld or delayed.
As we improve and expand our APIs, we may modify the API Terms. Please review the Terms regularly. We will provide a reasonable notice of the modifications to these Terms prior to the changes taking effect by emailing the email account associated with your account. The revised Terms will not apply retroactively and will take effect on the date posted on the Terms. If you access our APIs after the effective date, that access will constitute your acceptance of any revised terms and conditions.
Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar.
Should one or more of the provisions of these Terms be void, invalid or unenforceable under applicable law, the remaining provisions of the Terms will not cease to be effective. The parties shall negotiate in good faith to replace such void, invalid or unenforceable provision by a new provision that reflects, to the extent possible, the original intent of the parties.
9.6. Entire Agreement
These API Terms contain the entire understanding of the parties with respect to the subject matter hereof, and any previous agreements and understandings, whether oral or written, made by the partieson the same subject matter are expressly superseded by these API Terms.
9.7. Force Majeure
Neither party will be deemed to be in default of these API Terms for failure or delay of the performance of its obligations or attempts to cure any breach of these API Terms, when such failure or delay is caused by or results from causes beyond the reasonable control of or notreasonably avoidable by the affected party, including, without limitation, embargoes, acts of war, terrorism, strikes, lockouts or other labor disturbances. The affected party will notify the other party of such force majeure circumstances as soon as reasonably practical and will make every reasonable effort to mitigate the effects of such force majeure circumstances.
9.8. Relationship of the Parties
It is expressly agreed that you and Meshcapade will be independent contractors and that the relationship among the parties will not constitute a partnership, joint venture or agency.
If these API Terms, or any amendment to these API Terms, is executed electronically in lieu of traditional means of contract execution, the parties agree that an electronic signature will be legally binding. Neither party will contest the enforceability of these API Terms on the basis that it was executed electronically.