Xembedo Terms of Service

Welcome to the User Agreement for Xembedo API.

The Xembedo API service (“Xembedo API”) and website (collectively, "Xembedo" or "the Service" or “Site”) are operated by Xornor Software Technologies and its corporate affiliates (collectively, "us", "we" or "the Company"). In exchange for Your access to and use of the Xembedo API, API Application IDs, API Specifications, and API Data, You agree to be bound by these Xembedo API Terms of Service (this “Agreement”) and the Xembedo Privacy Policy. In this agreement, “You” (including “Your” and “Yours”) means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

In the event of an inconsistency between this Agreement and either the Xembedo Terms of Use or the Xembedo Privacy Policy, this Agreement shall control. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. If You do not agree to be bound by the terms of this Agreement, You may not use or access our services. Xembedo reserve the right to modify this Agreement at any time, and without prior notice, by posting the amended terms on this Site. Your continued use of the Site indicates Your acceptance of the amended Agreement.

Section 1. Definitions

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.

“Privacy Policy” means the then-current Xembedo privacy policy which identifies how Xembedo collects, uses and discloses, on a limited basis, information of Users excluding Content.

“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.

Section 2. Access and Use of the Xembedo API Service

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:

  • Xembedo may use technological means to monitor any Xembedo API activity for the purpose of ensuring quality, improving Xembedo products and services, and compliance with these terms. You shall not interfere with such monitoring or otherwise obscure from Xembedo Your API activity. However, Xembedo is not responsible for monitoring or policing any dispute related to Your use of any Xembedo services (including, without limitation, the Xembedo API) that may arise between You and any account owner or other Third Party.
  • Xembedo may suspend or terminate Your access to the Xembedo API for any or no reason at any time and will bear no liability for such decision. You are solely responsible at all times to backup Your data and to be prepared to manage Your account(s) without access to the Xembedo API.
  • Xembedo provides no guarantee of technical support services to You in connection with the integration of the Xembedo API with Your API Client.
  • Xembedo will provide the Xembeo Player either without branding or branded with the Xembedo Marks, as described on the Order or plan subscribed. If no Order applies, then the Xembedo Player shall include the Xembedo Marks at all times. No third party branding or co-branding of the Xembedo Player will be permitted without Xembedo’s prior written consent. You may not use the Xembedo Marks to promote and market the Xembedo APIs & player without the prior written consent of Xembedo.
  • If You’re subscribed to free or trial plan, You must include a prominent link back to the Xembedo website on the pages containing the Xembeo Player and You may not modify, build upon, or block any portion of the Xembeo Player in any way.

2. Representations and Warranties

You hereby represent and warrant that:

  • You shall use all reasonable efforts to keep all non-public API Data, Your API Applications IDs, and API Specifications in a secure environment at all times.
  • You will not obtain access to the Xembedo API without authorization
  • Your Application shall be compliant with the Copyright laws and regulations
  • Your Application and Your use of the Xembedo API will comply with all applicable laws, rules and regulations, all third party rights and all Xembedo policies. You shall not use the Xembedo API in a manner that violates such laws, rules and regulations, third parties' rights or any Xembedo policies or in a manner that is deceptive, unethical, false or misleading. For avoidance of doubt, You shall not distribute or provide access to applications You develop in contravention of Indian export control or trade laws.
  • You shall not sell, resell, lease, redistribute, license, sublicense or transfer all or any portion of the Xembedo , Xembedo API or the rights granted herein.
  • You are solely responsible for securing clear, express consent from the user, granting You permission to access such user’s Xembedo account using the API, including if applicable, retrieving user-specific information, or writing information to such user’s account. You will strictly comply with the scope of express consent they granted You when accessing such user’s Xembedo account.
  • You will not encourage or endorse users to post or upload material that infringes the copyright, proprietary or other rights of any third parties.
  • You shall not access any portion of any Xembedo content by any means other than use of the Xembedo player, and You and Your API Client shall not store copies of Xembedo content.
  • You will remove from Your Application any User Content or other information that the owner of such content (i.e., the holder of the copyright covering all or part such content) asks You to remove within 24 hours of such a notice of removal.
  • You will notify Xembedo if You receive any complaint (including a copyright or other right holder) based on any content that is hosted by Xembedo
  • You will immediately remove from Your Application, any User Content: (a) if such User Content is removed from the Xembedo; (b) upon notice from Xembedo; or (c) upon the termination of Your use of the Xembedo API.

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:

  • Adult content, including nudity, sexual terms, descriptions and/or images, profanity or graphic violence;
  • Obscene, defamatory, libelous, slanderous and/or unlawful content;
  • Content that infringes upon or violates the rights of any third party, including copyright, trademark, trade secret, privacy, publicity or other personal or proprietary right, or that is deceptive, misleading or fraudulent or that may otherwise be unlawful or give rise to civil or criminal liability;
  • Content displaying or referencing alcoholic beverages, tobacco products, ammunition and/or firearms;
  • Content displaying or referencing gambling of any kind, including sports books, bingo or poker;
  • Inflammatory, harassing, threatening or discriminatory content such as inflammatory religious content; content inciting or encouraging criminal or terrorist activities; content that exploits political agendas or “hot button” issues for commercial use; or hate speech based upon the race, sex, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of an individual or group;
  • Content that would constitute, encourage, advertise, promote, solicit or provide instructions for a criminal offense or illegal goods, services or transactions, or that would violate any law, rule or regulation;
  • Content that is or includes “spam,” “junk mail,” “phishing,” “chain letters,” or “pyramid schemes”; or
  • Content that includes or disseminates spyware, adware, viruses, worms, or any other type of Malware or malicious code.

You will not, will ensure that the Application does not, and will not permit the use of the Xembeo API service to:

  • Install software: (i) to perform hidden activities without User consent, (ii) that may harm or alter a User’s system without express permission from the User, (iii) that is downloaded as a hidden component of other software, or (iv) that is automatically downloaded in whole or in part without express User consent;
  • Engage in activities involving scams or unlawful or harmful activities, including, without limitation, “phishing,” “pyramid schemes,” “chain letters” and illegal contests or sweepstakes;
  • Impersonate, or misrepresent an affiliation with, any person or entity;
  • Engage in any harassing, intimidating, predatory or stalking conduct;
  • Download or extract content, information or data from the Xembedo except in response to a User request, or prior authorization or consent of a User;
  • Use in any manner not authorized by a User, or mine or analyze any content transmitted to, retrieved from or stored in the Xembedo API service(including, but not limited to, through spiders, robots, crawlers, data mining tools, scrapers, or other automated means, or services employing any such means);
  • Facilitate or engage in the unauthorized use, distribution or other unauthorized exploitation of copyrighted or other protected content;
  • Circumvent any security measures or content filtering devices;
  • Engage in any activity or conduct that is deceptive, unfair or harmful or that violates the rights of Xembedo or any third party;
  • Use or affect the Xembedo API service & Player in any manner that could damage, disable, overburden or impair the Xembedo API & Player service or its functionality or negatively affect or interfere with user's use and enjoyment of the Xembedo API & Player service or disrupt the normal flow of traffic any Xembedo website (including, but not limited to, flooding the Xembedo API Service with an excessive amount of content); and
  • Violate any law, rule or regulation or generally accepted industry standards or guidelines.
  • Use the Xembedo API in a product or service that competes with products or services offered by Xembedo.

You agree that You will not, and You will not encourage or create functionality for Your users or other third parties to:

  • Modify, replace or otherwise disable the functioning of links to Xembedo or third party websites provided in the Xembedo search results or otherwise provided through the Xembedo API or Xembedo player
  • Modify, replace, interfere with or block advertisements placed by Xembedo in the Xembedo audiovisual content or the Xembedo player.
  • Engage in any activity that is fraudulent or otherwise illegal or promotes illegal activities, including without limitation engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for misleading purposes.
  • Request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any users of the Xembedo , or to proxy authentication credentials for any users of the Xembedo for the purposes of automating logins to the Xembedo.
  • Upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers
  • Upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
  • Intimidate or harass another
  • Use or attempt to use another's account, service or system without authorization from the Company, or create a false identity on the Service or the Site
  • Upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type

4. Usage Limits

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.

5. Membership Termination

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.

6. Proprietary Rights in Xembedo API; Limited License

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.

7. Indemnification

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.

Without limitation of the terms and conditions set forth in our Privacy Policy, You understand and agree that Xembedo may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this User Agreement, or protect the rights, property, or safety of Xembedo, its users, and the public.

8. Fees and Payment

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

9. Disclaimer of Warranties

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.

10. Limitation of Liability

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.

11. Governing Law

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.

12. Other

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.