1.1. This End User License Agreement (hereinafter referred to as the "EULA" or "Agreement") is a nonexclusive, legally binding end user license agreement between any individual or a single entity ("End User") that acquires an API Access Key from the API Console, and QWeb Ltd (the "Provider") that operates this API Console. Where reference in this Agreement is made to either QWeb Ltd or Provider the term "Licensor" is used.
1.2. By generating, copying, accessing, downloading or otherwise using an API Access Key, End User agrees to be bound by the provisions of this EULA.
1.3. This EULA governs the terms of the License granted to the End User over any API Access Key acquired by the End User from the API Console (e.g. by downloading it, incorporating it into a piece of software, or taking any other similar step). All such API Access Keys are licensed to End User, not sold or otherwise acquired.
For the purposes of this Agreement the following definitions shall apply (unless the context otherwise requires):
2.1. "Application" means electronic games, apps, programs, websites, and interactive media as developed and distributed by End User.
2.2. "EULA" means this End User License Agreement.
2.3. "API Access Key" means any token generated by this API Console, or by Licensor and distributed via this API Console, for use in connecting to, receiving data from, or submitting data to Licensor's API services.
2.4. "End User" means any person, company or other legal entity that will acquire API Access Keys via the API Console.
2.5. "Payment Processor(s)" means any party authorised by Licensor to provide payment processing for payments from End Users to Licensor for API Access Keys distributed via the API Console, operated by Licensor, where Licensor can distribute API Access Keys directly to End Users.
2.6. "Licensor" means any person, company or other legal entity who is registered and approved by Licensor to distribute API Access Keys in accordance with the terms of this Agreement.
2.7. "Services Integration" means a technology service that provides a communication protocol for the purpose of obtaining data from, submitting data to, or changing data at a provided service.
2.8. "Other Services" means technology and work for hire services including but not limited to Cloud, Testing, Engineering, Development, Platform or Support services.
2.9. "License" means to one of the following types of licenses granted by the Licensor:
3.1. End User may use the licensed API Access Key only for the purpose of creating Applications. End User may not resell licensed API Access Keys as standalone API Access Keys without the permission of Licensor.
3.2. Licensor grants to the End User a non-exclusive, worldwide License for the specified lifetime of the License to the API Access Key to integrate the API Access Key only as incorporated and embedded components of an Application. End User may otherwise not distribute, sublicense, rent, lease or lend the API Access Key. It is emphasised that the End User shall not be entitled to distribute or transfer in any way (including, without, limitation by way of sublicense) the API Access Key in any other way than as integrated components of an Application. Without limitation of the foregoing it is emphasised that End User shall not be entitled to share the costs related to purchasing an API Access Key and then let any third party that has contributed to such purchase use such API Access Key (forum pooling).
3.3. End User is granted a License to install and use API Access Keys, and to use Services Integrations and Other Services, subject to the usage restrictions described by the Licensor.
4.1. Perpetual Licenses are acquired by either using API Access Keys that are listed "Free" on the API Console or the one time non-subscription purchase on the API Console.
4.2. Subscription Licenses are acquired by paying the API Access Keys specified period subscription fees. Subscription Licenses will automatically renew at the end of their specified period unless the subscription is cancelled before the defined renewal date. Automatic renewal of Subscription Licenses will incur a charge as per the list price at the time the subscription is initiated by the End User. Automatic subscription renewal may be cancelled at any time on the API Console either by the End User or by the Licensor at its discretion.
4.3. End User shall pay for the License to use the API Access Key, Services Integrations and Other Services in accordance with the payment process provided in the API Console. End User shall provide customary billing and tax information such as name, billing address and credit card information. End User agrees to pay for all purchases and hereby authorises the collection of such amounts including applicable taxes by charging the credit card provided, either directly by Licensor or indirectly, via a third party Payment Processor. If End User is directed to a third party Payment Processor, End User may be subject to terms and conditions governing use of that third party's service and that third party's privacy policy. End User warrants that it shall review such third party's terms and conditions and privacy policy before using the services. All sales are final and there shall be no refunds except as required by law or as set out as in the terms of this Agreement.
4.4. End User explicitly agrees to immediate download or usage of purchased API Access Keys and acknowledges that they will lose their right to withdraw from a purchase once the download of an API Access Key, or use of a Services Integration or Other Service has started.
4.5. Refunds. All sales on the API Console are final, and there shall be no refunds granted except as per law or upon permission of the Licensor within 30 days of the purchase date.
4.6. Special Refund Requirements:
4.7. Licensor may disable sales to an End User's country or enable/disable tax collection from that country at any time. In this event, any active subscription may be automatically updated or cancelled by the Licensor and in the event of cancellation, no further automatic renewal payments will be charged.
5.1. Licensor shall render support services to End User only in the event a special agreement to this effect has been entered into.
5.2. Licensor is responsible for complying with local and international tax laws. Licensor may at its discretion refuse sale to customers within any individual country and understands that opting to sell to a paritcular country implies understanding of, and consent to, any applicable laws within that country.
6.1. Without prejudice to any other rights, Licensor may terminate this EULA if End User fails to comply with the terms and conditions of this EULA.
6.2. In the event that an API Access Key subscription expires, then this EULA shall terminate for such API Access Key.
6.3. End User may terminate End User's License at any time, subject to compliance with the clauses in this Section.
6.4. In the event that Licensor at its discretion or as a result of a decision made by any competent court or authority makes a refund to End User of the fees paid for any API Access Key, then this EULA shall terminate for such API Access Key.
6.5. In the event of termination of this EULA, all license rights granted herein terminate and End User shall immediately destroy any and all copies of data obtained using the associated API Access Key, contained on any type of media under the control of End User.
6.6. Upon termination, all of the legal rights, obligations and liabilities that End User and Licensor have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely or which would by their nature be expected to survive termination shall be unaffected by this cessation.
6.7. Upon termination, End User agrees that the Licensor shall have no liability or responsibility to the End User and Licensor will not refund any amounts that End User has already paid, to the fullest extent permitted under applicable law.
7.1. This EULA does not grant End User any rights in connection with any trademarks or service marks of Licensor, Licensor or any Licensor's other suppliers.
8.1. End User is only entitled to support if End User has entered into a support agreement with Licensor.
9.1. Data obtained using API Access Keys provided via API Console may be protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Licensor has granted nonexclusive access rights to said data, but this does not constitute a transfer of ownership.
9.2. All title and intellectual property rights in and to the data obtained using API Access Keys provided via API Console (including but not limited to any software, images, photographs, animations, graphics, 3D graphics, video, audio, music, and text incorporated into the data), or subsisting in Services Integration or Other Services, or the accompanying printed materials are owned by Licensor. All rights not expressly granted are reserved by Licensor.
10.1. End User expressly understands and agrees that its use of any API Access Key is at End User's sole risk and that the API Access Key, associated data, Integrations Services and Other Services are provided "as is" and "as available" without warranty of any kind, to the maximum extent permitted by applicable law, in particular, Licensor, its subsidiaries, holding companies and affiliates, and its licensors do not represent or warrant to End User that:
10.2. End User's use of any API Access Key, Integrations Service or Other Service is at End User's own discretion and risk and End User is solely responsible for any damage to End User's computer system, or other device, or loss of data that results from such use.
10.3. To the maximum extent permitted by applicable law, Licensor further expressly disclaims all warranties, terms or conditions of any kind, whether express or implied, including, but not limited to, any implied warranties, terms and conditions of merchantability, satisfactory wuality, fitness for a particular purpose and non-infringement, with respect to any API Access Key.
10.4. None of the API Access Keys, Integration Services or Other Services are intended for use in the operation of nuclear facilities, life support systems, emergency communications, aircraft navigation or communication systems, air traffic control systems, or any other such activities in which case the failure of the API Access Key or associated data or services could lead to death, personal injury, or severe physical, mental or environmental damage.
11.1. Licensor and its subsidiaries, holding companies and other affiliates total liability to End User from all causes of action and under all theories of liability under these terms will be limited to the amounts paid to Licensor by End User in the past six months for the API Access Keys or services relating to the dispute in no event will Licensor or its subsidiaries, holding companies and other affiliates shall be liable to End User for any special, incidental, exemplary, punitive or consequential damages (including loss of data, business, profits or ability to execute) or for the cost of procuring substitute products arising out of or in connection with these terms or your use of the API Console or any API Access Key or services downloaded or otherwise obtained from the API Console, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Licensor has been advised of the possibility of such loss or damage. The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.
11.2. End User expressly understand and agrees that Licensor, its subsidiaries, holding companies and affiliates, and its Licensors shall not be liable to End User for any loss or damage which may be incurred by End User, including but not limited to loss or damage as a result of:
11.3. Nothing in the terms excludes the liability for Licensor, its subsidiaries or affiliates for:
12.1. LAW AND JURISDICTION This License is governed by the laws of England and Wales. Your statutory rights are not affected.
12.2. This Agreement constitutes the whole legal agreement between End User and Licensor and governs End User's use of the API Console, and completely replaces any prior agreements between End User and Licensor in relation to the API Console.
12.3. End User agrees that if Licensor does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Licensor have the benefit of under any applicable law), this will not be taken to be a formal waiver of Licensor's rights and that those rights or remedies will still be available to Licensor.
12.4. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
12.5. End User acknowledges and agrees that each member of the group of companies to which Licensor belongs shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them.
12.6. The rights granted in this Agreement may not be assigned or transferred by End User without the prior written approval of Licensor and End User shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of Licensor. The rights granted in this Agreement may be assigned or transferred by Licensor without End User's prior approval. In addition Licensor shall be permitted to delegate its responsibilities or obligations under this Agreement without End User's approval.
12.7. No delay or failure by either party in enforcing its respective rights will prejudice or restrict the rights of the party, and no waiver of any such rights, or of any breach of any contractual terms, will be deemed to be a waiver of any other right or of any later breach.
12.8. Any notice given by you under this agreement must be in writing to Licensor at the address listed under "Legal address" below. Licensor may give notice to you at the email address you provided when registering with API Console. Notice will be deemed received and properly served 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
QWeb Ltd,
Parkhill Studio, Walton Road, Wetherby, Leeds LS22 5DZ, West Yorkshire, England
QWeb Ltd,
Mabgate Business Centre, 99 Mabgate, Leeds LS9 7DR, West Yorkshire, England