Welcome to the User Agreement for Xembedo API.
When used in this Agreement with initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meaning:
“Account” means the Customer account created by Xembedo on behalf of Customer within the Xembedo API Service. “API” means the application programming interface used by Customer to access certain enterprise functionality provided by the Xembedo API Service.
“Application” means an application in which the Customer incorporates the API.
“Xembedo Player” means the document viewing, management, and collaboration solution provided by Xembedo that permits User access to online content viewing, storage and processing, including, individually and collectively, the API and any Documentation.
“Content” means electronic files, materials, works, data, text, audio, video, images or other electronic content transmitted, stored, viewed, retrieved or processed by Customer and Users using the Xembedo API Service.
“Documentation” means Xembedo’s then current published written or electronic documentation containing information about the API or the functionality of the Xembedo API Service and made generally available by Xembedo to its customers or its users.
“Fee(s)” means the amounts payable to Xembedo as specified in the Order.
“Malware” means any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros.
“Marks” means trademarks, trade names, service marks, logos, and other indicia of origin.
“Order” means a Xembedo quote order or other ordering document agreed to in writing by the Parties under this Agreement, which is accepted and provisioned by Xembedo as set forth in Section 2. In the event that Customer subscribes to the Xembedo API Service free offering, then Customer may utilize the Xembedo API Service up to the number of document uploads specified in the terms of such offering.
“Rate Limit or Usage Limit” means the number of concurrent uploads or conversions by Users specified in the Order.
“Subscription Period” means the time commencing on the Effective Date and continuing for the period specified in the Order, or if no such period is specified, a 1 month period.
“User(s)” means, collectively, any person who is permitted to upload, view, access, store, retrieve or manage Content in Customer’s Account, including any Administrator or User.
1. Permission to Use
You may use the Xembedo API only in accordance with the terms and conditions of this Agreement and the Specifications and only with Your own API Developer Credentials. The Xembedo API allows You to create certain compatibility between an application, service or product created by You (“Your Application”) and Xembedo. Subject to the conditions as mentioned below You are hereby granted a Worldwide, limited, nonexclusive, non-sub licensable, freely revocable license to use the Xembedo API solely for the purpose of creating compatibility between the Xembedo and Your Application. As a customer you will ensure that the Application at all times conforms and operates in conformity with Xembedo’s then current Policies and applicable law.
Xembedo may at any time change the specifications of or restrict or limit access to the Xembedo API, in Xembedo’s sole discretion. You acknowledge and agree that:
2. Representations and Warranties
You hereby represent and warrant that:
3. Usage Restrictions
You will ensure that the Application does not promote, constitute or contain, and you will not use or permit the use of the Xembedo API and Player to transmit any of the following:
You will not, will ensure that the Application does not, and will not permit the use of the Xembeo API service to:
You agree that You will not, and You will not encourage or create functionality for Your users or other third parties to:
Xembedo may, in its sole discretion, set a limit of operations on Your usage of Xembedo API. You shall not attempt to exceed usage limit restrictions set on your account. You shall not attempt to aggregate Your use or representation of accounts primarily for the purpose of manipulating Your Xembedo API usage limits. Without limiting any other remedies under this Agreement if you exceed the applicable Rate Limit, reasonable restrictions may be placed on your Account until any such excess usage is adequately mitigated or eliminated by you.
Xembedo may terminate Your API account, delete Your account and any content or information that You have posted on the Site directly or through Xembedo API and/or prohibit You from using or accessing the Xembedo API or the Site or any Platform Application (or any portion, aspect or feature of the Xembedo API or the Site or any Platform Application) for any reason, or no reason, at any time in its sole discretion, with or without notice. Furthermore, You agree that all terminations shall be made in Xembedo’s sole discretion and that Xembedo shall not be liable to You nor any third-party for any termination of Your account or access to the Xembedo Service.
Xembedo owns all right, title and interest in the Xembedo API. The Xembedo API are protected by Indian copyright laws and international treaty provisions. All rights not expressly granted hereunder are reserved by Xembedo. Except for the limited licenses expressly granted herein, these API Terms grant You no right, title, or interest in any intellectual property owned or licensed by Xembedo, including (but not limited to) the Xembedo API and Xembedo trademarks. Additionally, “User Content” (Documents, presentations, videos, images, music, html and any other files uploaded or posted to the Xembedo by Users) is owned by Users of the Xembedo or other third parties, and not by Xembedo. Nothing in these API Terms grant You any right, title, or interest to such User Content. Any rights granted hereunder are granted solely to You and not, by implication or otherwise, to any parent, subsidiary, or affiliate of You.
By accepting this User Agreement, You agree to indemnify and otherwise hold harmless Xembedo, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from i) Your use of the Xembedo API; ii) unauthorized access to or alteration of Your communications with or through the Xembedo API, or iii) any other matter relating to the Xembedo API. Any business transactions which may arise between users from their use of Xembedo and/or Xembedo API are the sole responsibility of the users involved.
8.1 Fees. You agree to pay all Fees specified in the Order. In the event that the Parties mutually agree to an extension of a Subscription Period, you will pay Xembedo the then-current list price for such extension, unless the Parties otherwise agree in writing. Subject to any credits or refunds applicable to any Service Level Commitments hereunder, if any, all Fees are nonrefundable. All Fees and other amounts specified in this Agreement are payable in United States Dollars.
8.2 Invoicing and Payment Terms. Unless otherwise specified in the Order, you will pay all Fees within 30 days of the date of the applicable invoice issued by Xembedo. In the event Customer disputes any invoiced Fees, Customer will provide written notice of the disputed amount within 30 days after receiving such invoice and timely pay any undisputed portion of such invoice. The Parties will cooperate in good faith to resolve any disputed invoice or portion thereof within 30 days of notice of dispute. All amounts payable by Customer under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Customer will promptly reimburse Xembedo for any cost or expense incurred in connection with any collection efforts undertaken by Xembedo in connection with any past due amount owed under this Agreement. At Xembedo’s discretion, past due amounts may accrue a late fee equal to the lesser of 1.5% per month, or the maximum amount allowed by applicable law
YOU UNDERSTAND AND AGREE THAT THE Xembedo API IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT Xembedo DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. Xembedo ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. Xembedo EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Xembedo MAKES NO WARRANTY THAT (i) THE Xembedo API WILL MEET YOUR REQUIREMENTS, (ii) THE Xembedo API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE Xembedo API WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE Xembedo API WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Xembedo API IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Xembedo OR THROUGH OR FROM THE Xembedo API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Xembedo SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Xembedo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL Xembedo’S TOTAL CUMULATIVE DAMAGES EXCEED US$ 50.
The User Agreement between you and Xornor Software Technologies will be governed by, and construed in accordance with the Indian laws without regard to conflict of laws principles.
This Agreement is accepted upon Your use of the Xembedo API or any of the Xembedo Services and is further affirmed by You becoming a Member. This Agreement constitutes the entire agreement between You and Xembedo regarding the use of the Xembedo API. The failure of Xembedo to exercise or enforce any right, or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only, and have no legal or contractual effect. Xembedo is a trademark of Xembedo Private Limited.This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.