as commenced on 21st of March 2019
This Agreement between Orangear LLC, a legal entity incorporated under the laws of the state of Nevada, USA ("Orangear”, “Company”, “we”, “us”, “our”), and you (“Tenant”, “User”, “you”, “your”) defines the additional terms and conditions under which we lease you the API whenever you subscribe for the Products and the Services.
ORANGEAR may at any time make changes to this Agreement by posting modified API Agreement on its Website and/or inside its Products. Please, review from time to time relevant page with this Agreement in order to be updated in cases of any changes. Your use/continued use of the Products explicitly demonstrates that you agree to this Agreement (and then current version of this Agreement) and constitutes your binding consent to its terms, including any changes and modifications that ORANGEAR makes from time to time.
For your convenience, the last revision date is included at the top of this page.
Agreement between us regarding your use of the API shall commence upon acceptance of conditions hereof at the Orangear Website, or when signed by the API-User in writing, or at the first instance of implementation/usage of the API. Agreement is valid until its direct termination.
The API, including its constituent hardware, software modules, documentation and technical specifications, are the property of Orangear and distributed under a non-exclusive license valid worldwide for the API-User’s use. This license cannot be passed to third parties or sublicensed. All rights to the API, the Products, the Services and their application, whether they are directly stated in the terms of this document or not, remain the property of Orangear.
The API enables the User’s Partners to access the Products and/or the Services through the API-User’s domain name. This method is designed for a API-User to create API-User's own way of access to the Products and/or the Services under API-User’s name, logo, domain, etc.
To start working with the API, an API-User should:
Once we issued an API key, the API-User can begin to integrate the API into the API-User’s domain name and provide access to the Products and/or the Services for the User’s Partners.
We reserve the right to refuse to issue an API key to the API-User for any reason(s), and we are under no obligation to disclose said reason(s).
Before User begins using the API (becomes an API-User), he is strongly recommended to get acknowledged with the corresponding API documentation in order to implement integration with the Products properly.
API-User accepts and agrees that the API, the Products and/or the Services, including all files and information related thereto, are the property of the Orangear; the API, the Products and/or the Services are protected by a combination of copyright laws, intellectual property law and other similar regulations. API-User agrees to take all prudent and necessary steps to protect the API, the Products and/or the Services against unlicensed and unauthorized copying, transmission and distribution.
API-User’s sole source of income derived from the API usage is use of the Products and/or the Services as tool for managing mobile marketing campaign and provide User’s Partners with access to statistics of relevant mobile marketing campaigns.
API-User is the one who pays fees for the access and use of the API, the Products and/or the Services. User’s Partners do not pay fees for such access and use to Orangear. Still they should obey the rules established for access and use of the Products and/or the Services.
API-User warrants that the API is used solely for the access to the Products and/or the Services on the API-User’s website.
Without limiting the generality of mentioned in the ToU and the foregoing, you (API-User) are expressly forbidden and you (API-User) covenant not to:
The API-User agrees that the Orangear can for any reason and without citing a reason withdraw permission for use of the API by the API-User or at the API-User’s media properties, if the Orangear deems such use to be unlawful or harmful to the Orangear.
We can stop your use of the API in cases we deem it appropriate due to the actions of the User’s Partners and the traffic API-User and User’s Partner generate through the API. If we deem such actions affect us, we shall cancel your API key and your access to the API shall be terminated.
If we terminate your possibility to use the API, the possibility of User’s Partner to use the Products and/or the Services shall be terminated automatically. As well, in case of deletion of API-User’s data all the data of the User’s Partners shall be deleted as well.
Upon termination, you shall immediately delete all the data (logos, information, articles, etc.) regarding Orangear, the API, the Products and/or the Services from your website where the API been used.
Irrespective of other terms of this Agreement, breach or other termination thereof does not indicate correction or mitigation of the API-User’s obligations of reimbursement for the actual usage of the Products and/or the Services.
You are fully responsible for all of your User’s Partners actions (inactions) regarding the Products and/or the Services.
API-User accepts full responsibility for any actions performed under API-User's account and through the API, and for their consequences, current or future.
You (API-User) agree that no joint venture, partnership, employment, or agency relationship exists between you (API-User) and ORANGEAR as a result of this Agreement, your use of the API, the Website and/or your use of (access to) the Products and/or the Services.
The API-User confirms and guarantees that under no circumstances will API-User represent or perform actions that could be interpreted as if the API-User were an employee, administrator, manager or contractor of Orangear LLC.
We carry no responsibility for any actions made by the API-User with banners, emblems, links and other elements of design and intellectual property of the Orangear’s Website and even if such actions are permitted by the Orangear, it should not be interpreted as our support or approval of actions of the API-User.
The API-User agrees to pay and indemnify, and also to take the part of Orangear (its management, employees, shareholders, partners, etc.) in case of any claims, liabilities, losses and expenses (including legal fees on a solicitor and client basis) being a result of:
1. Purposeful or casual usage of the Website and/or files therein as accessed through the API-User's account, irrespective of who performed authorization;
2. Any usage of the Products and/or the Services made by the API-User through the API-User's account;
3. Any breach by the API-User of the terms and provisions of this Agreement;
4. Claims brought by the third party(-ies) stating that API-User’s actions infringe copyright, ownership rights and any other rights of third parties.
The Orangear reserves the ability and right to assume control and defense of any kind at the expense of the API-User or require indemnification from the API-User. The API-User expresses API-User's consent to cooperate with the defense of the Orangear in case of such claim.
API-User guarantees to the Orangear, its agents, management and employees that API-User will defend the Orangear from claims of any third parties as a result of the use of elements of the style, design, the Products and/or the Services and files, breach of this Agreement, use of services and programs of the Orangear that were the reason or otherwise induced losses, expenses, damages incurred in fact as well as those that could be incurred as a result of claims, complaints, legal prosecution, an effect of lawsuit, dues and fees of any type.
IN ACCEPTING THIS AGREEMENT, THE USER ACKNOWLEDGES THAT THE USER HAS READ THIS AGREEMENT AND ALL THE INCORPORATED DOCUMENTS, UNDERSTANDS THEM, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF ORANGEAR AGREEING TO PROVIDE THE API, THE Products and/or the Services, THE USER AGREES TO BE BOUND BY THIS AGREEMENT (AND OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE).