1. Acceptance of Terms
1.1 The use of the Application Programming Interface (“API”) is subject to this ArtifaxEvent API Terms of Service document (the “API ToS”) and by your use the API ToS is hereby deemed accepted and thereby a binding agreement which governs your use of the Artifax API as set forth herein. This document describes both your rights and your obligations as part of using the ArtifaxEvent API. It is important that you read it carefully because you will be legally bound to these terms. Artifax Software Limited (“Artifax” “we” “us”) only provides the ArtifaxEvent API to you subject to this API ToS. By accessing or using the ArtifaxEvent API, you agree to be bound by this API ToS (including Artifax’s Privacy Policy, and ArtifaxEvent Terms & Conditions including any applicable and incorporated Data Processing Agreements or provisions, all of which are incorporated here by reference).
1.2 If you are entering into this API ToS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API ToS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API ToS, you may not use the ArtifaxEvent API. You acknowledge that this API ToS is a contract between you and Artifax, even though it is electronic and is not physically signed by you and Artifax, and it governs your use of the ArtifaxEvent API.
2. API Key Definitions
The following definitions apply to this Terms of Service:
Application: any software application, website, or product you create or service you offer using the ArtifaxEvent API.
API Documentation: the documentation, data and information that Artifax provides regarding the use of the ArtifaxEvent API.
Approved Integrations: any integration with ArtifaxEvent developed by you or on your behalf by a third party, and officially approved in writing by Artifax for open market commercial gain as part of an Approved Integration Partner agreement on the Artifax Partner Network.
Data: any data and/or content uploaded, downloaded or otherwise made available externally via the ArtifaxEvent API.
ArtifaxEvent API or “our API”: the ArtifaxEvent Application Programming Interface (“API”) as well as the related API Documentation.
Artifax Brand: the Artifax brand and brand assets, including names, logos, trade names and trademarks.
ArtifaxEvent Brand: the ArtifaxEvent brand and brand assets, including names, logos, trade names and trademarks.
ArtifaxAgora Brand: the ArtifaxAgora brand and brand assets, including names, logos, trade names and trademarks.
Service(s): Artifax’s systems, applications and technologies, including ArtifaxEvent, ArtifaxAgora and the website https://artifax.com (the “Site”), and all software, applications, data, reports, technical support, helpdesk support, expertise and ‘know-how’ provided by Artifax, text, images, and other content made available through any of the foregoing. The “Service” does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not Artifax designates them as “Approved Integrations”.
3. API License
As long as you abide by the terms of this API ToS, Artifax grants you a limited, non-exclusive, non-assignable, non-transferable license to use the ArtifaxEvent API to develop, test, and support any Application to integrate with ArtifaxEvent. Your license is subject to the limitations set forth in Section 4.2 through 4.11 and Section 9 below, and you agree that violation of Section 4 will automatically terminate your license to use the ArtifaxEvent API. In addition, Artifax grants you permission to subcontract development of any Application to a third party. It is your responsibility to ensure any such third party is aware that they will also be bound by this API ToS.
4. Use of the ArtifaxEvent API and ArtifaxEvent Data
The following identifies limitations on use related to the ArtifaxEvent API:
4.1 Reliance on API.ArtifaxEvent is evolving, and we need the flexibility to occasionally make changes to our APIs, including changes that may not be backwards compatible. We will endeavour to give notice of such changes. Also, parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our API may change at any time, you should not rely on these behaviours.
4.2 Applicable laws or agreements. You may not use the ArtifaxEvent API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this API ToS or any other Artifax agreements to which you are subject. Moreover, you must ensure that your use of the ArtifaxEvent API complies with all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant jurisdiction, government or regulatory agency or other regulatory body.
4.3 Scope of acceptable use.You may not use the ArtifaxEvent API or any other technology in a manner that accesses or uses any information beyond what ArtifaxEvent allows under this API ToS or the Documentation; that changes the ArtifaxEvent Service; that breaks or circumvents any of ArtifaxEvent’s technical, administrative, process or security measures; that disrupts or degrades the performance of the ArtifaxEvent Service or the ArtifaxEvent API; or that tests the vulnerability of ArtifaxEvent’s systems or networks.
4.4 Malware You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
4.5 Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in or from the ArtifaxEvent API or portion thereof.
4.6 Functionality You may not use the ArtifaxEvent API to replicate or compete with core products or services offered by Artifax. You acknowledge and agree that Artifax has or may in the future offer products or services that are similar to your Application, and nothing will prevent Artifax from doing so.
4.7 Commercial Use. Whilst you may charge a single ArtifaxEvent client for your Application as a custom project developed for such client, you must not make your Application available for open market commercial gain until such time it is deemed by Artifax to be an Approved Integration. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to the ArtifaxEvent API.
4.8 Advertisements You may place advertisements on and around your Application. However, you may not:
(a) Place any advertisements within Artifax service channels, and your advertisements may not resemble or be reasonably likely to confuse users as being an Artifax service message provided that any advertisements for third party produced integrations shall not represent or give the impression that it is an Artifax product; or
(b) Use Data or any content from ArtifaxEvent in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or
(c) Use contact information obtained from ArtifaxEvent (including email addresses) to contact ArtifaxEvent users outside of ArtifaxEvent without their express permission.
4.9 Rate Limits.You will not attempt to exceed or circumvent limitations on access, calls and use of the ArtifaxEvent API, or otherwise use the ArtifaxEvent API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this API ToS or the Documentation.
4.10 Use for promotion of gambling or adult content.You may not use the ArtifaxEvent API in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation.
4.11 Distribution of your application.You may not distribute or allow access to the ArtifaxEvent API to anyone other than, if applicable, the company on whose behalf you entered into this API ToS. Anyone who wants to access the ArtifaxEvent API must agree to be bound by this API ToS.
5. Use of Brand or Marks
You must not use the Artifax Brand, ArtifaxEvent Brand or ArtifaxAgora Brand in a way that suggests your service is endorsed by, sponsored by, or associated with Artifax without express written permission to do so from us, and you must abide by our Brand Guidelines which will be made available on request.
6. Storage of Data
6.1 Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.
6.2 Secure Storage Measures. All Data should be stored and served using strong encryption.
6.3 Delete at User Request. You must delete all Data you have collected from an ArtifaxEvent user upon request by that user, and when the ArtifaxEvent user deauthorises your Application or closes his or her account with you. The restrictions of this Section do not apply to Data that ArtifaxEvent users also provide directly to you and that is separately entered or uploaded to you by the user of your Application.
6.4 Deletion at Termination. If your access to the ArtifaxEvent API is terminated for any reason, either by Artifax or the Artifax client that granted you access to the ArtifaxEvent API via their instance(s) or ArtifaxEvent, then you must permanently delete all Data and any other information that you stored pursuant to your use of the ArtifaxEvent API, except when doing so would cause you to violate any law or obligation imposed by a governmental authority. This provision does not require a ArtifaxEvent user to delete Data stored in ArtifaxEvent if the ArtifaxEvent user is prohibited from accessing the ArtifaxEvent API.
6.5 No Other Storing. You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by this API ToS.
7. Your User Agreement, Data Protection and Privacy Policy
7.1 The Data Protection Act 2018 (also known as the UK General Protection Regulation – UK GDPR) and the European Union General Data Protection Regulation (GDPR) requires all organisations abide by the relevant data protection legislation. With regards to the use of the ArtifaxEvent API, Artifax states that you are classified as the ‘Data Controller’ as per the stated legislation. That said, you must comply with all aspects of this legislation and any specifics in relation to the use of our API.
7.2 If you offer your Application for use by others outside your organisation, you must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application. Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact ArtifaxEvent users. Your privacy policy must be at least as stringent and user-friendly as ours.
8. Security Measures
8.1 Protections. The network, operating system and software of your web servers, databases, and computer systems (collectively, “Your Systems”) must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your users’ information. You must not architect or select Your Systems in a manner to avoid the foregoing obligation.
8.2 Reporting. You must promptly report any security deficiencies in, or intrusions to, your Systems to Artifax in writing via email to [email protected]. This includes any unauthorized access, use, disclosure or destruction of Data. You will work with Artifax to immediately correct any security deficiency and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, ArtifaxEvent API or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Artifax in each instance.
9. Government Access
You will not knowingly:
9.1 Allow or assist any government entities, law enforcement, or other organisations to conduct surveillance or obtain data using your access to the ArtifaxEvent API in order to avoid serving legal process directly on ArtifaxEvent. Any such use by you for law enforcement purposes is a breach of this API ToS.
9.2 Display, distribute or otherwise make available Data or any Application to any person or entity that you reasonably believe will use Data to violate the Universal Declaration of Human Rights(located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19. Any law enforcement personnel seeking information about ArtifaxEvent users will be referred to Artifax’s Data Subject Access Request Policy (https://artifax.com/sar-policy/). You will not conduct, and your Application will not provide, analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes. Exemptions to these restrictions may be requested for exigent circumstances and are subject to prior written approval from Artifax.
10. Government Use
For North American clients only. The ArtifaxEvent API is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the ArtifaxEvent API by any government entity is prohibited, except as expressly permitted by the terms of this API ToS. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. The contractor/manufacturer is Artifax Software Limited., 5th Floor, 167-169 Great Portland Street, London, W1W 5PF, United Kingdom.
11. Ownership
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) ArtifaxEvent API, Documentation, and all elements and components thereof; (2) Data; (3) Artifax Services; and (4) Brand Features (collectively, the “ArtifaxEvent Materials”). The only exception to this is Data that you as an ArtifaxEvent user have licensed to ArtifaxEvent under the Terms of Service, which governs that Data. Except for the express licenses granted in this API ToS, Artifax does not grant you any right, title, or interest in the ArtifaxEvent Materials. You agree to take such actions as Artifax may reasonably request to perfect Artifax’s rights to the ArtifaxEvent Materials.
12. Term and Termination
12.1 Duration of Terms. This API ToS will go into effect on the date upon which you agree to them, by accessing or using the ArtifaxEvent API, and will continue until terminated as set forth herein.
12.2 Your Right to Terminate. You may terminate this API ToS by discontinuing use of the ArtifaxEvent API.
12.3 Suspension; Termination. We may change, suspend or discontinue the ArtifaxEvent API and suspend or terminate your use of the ArtifaxEvent API, the ArtifaxEvent Service, and/or ArtifaxEvent Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application’s access to the ArtifaxEvent API if it, in our sole discretion, may negatively affect our Service or our ability to provide our Service.
12.4 Effect of Termination. Upon termination of this API ToS:
(a) All rights and licenses granted to you will terminate immediately;
(b) You will promptly destroy Documentation and any other ArtifaxEvent information in your possession or control that was received under this API ToS;
(c) Unless we agree otherwise in writing or as stated in this API ToS, you must permanently delete all Data, cached or stored content and other information that you stored pursuant to your use of the ArtifaxEvent API. Artifax may request that you certify in writing your compliance with this section; and
(d) Artifax will make commercially reasonable efforts to remove all references and links to your Application from its Services (Artifax has no other obligation to delete copies of, references to, or links to your Application).
12.5 The following sections of this API ToS shall survive any termination, Sections 4 (“Use of the APIs and ArtifaxEvent Data”), 5 (“Use of ArtifaxEvent Brand or Marks”), 6.4 (“Delete at User Request”), 6.5 (“Deletion at Termination”), 7 (“Your User Agreement and Privacy Policy”), 8 (“Security Measures”), 11 (“Ownership”), 12 (“Term and Termination”), 13 (“Other Important Terms”), 14 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 15 (“Dispute Resolution”) and 16 (“General Legal Terms”).
13. Other Important Terms
13.1 Legal Representations. You represent and warrant to Artifax that, excluding ArtifaxEvent Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by ArtifaxEvent and its users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws.
13.2 Modification of the API ToS. We may change, add to or delete this API ToS or any portion thereof from time to time at our sole discretion. If we make a material change to this API ToS, we will provide you with reasonable notice prior to the changes either by posting a notice on our website, or Help Centre, or within ArtifaxEvent. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the ArtifaxEvent API. If any change is unacceptable to you, then your only recourse is to cease all use of the ArtifaxEvent API. Your continued access or use of the ArtifaxEvent API will mean that you agree to the updates and modifications.
13.3 Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:
(a) All current and future Agreements in place between you and Artifax
(b) Artifax’s Privacy Policy (https://artifax.com/privacy-policy/)
(c) Artifax’s Brand Guidelines (available on request)
(d) In the event of any conflict between the content in this document and the above documents, this document controls your use of the ArtifaxEvent API.
In the event of any conflict between the content in this document and the above documents, this document controls your use of the ArtifaxEvent API.
14. Disclaimer of Warranties; Limitation of Liability; Indemnity
14.1 NO WARRANTIES. THE ARTIFAXEVENT API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ARTIFAX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ARTIFAX DOES NOT WARRANT THAT THE ARTIFAXEVENT API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ARTIFAXEVENT API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM ARTIFAXEVENT OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API ToS.
14.2 LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL ARTIFAX BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF ONE HUNDRED (£100) POUNDS STERLING, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS ToS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS ToS. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, ARTIFAX’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
14.3 Indemnity. You agree to defend, hold harmless and indemnify Artifax, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Application, ArtifaxEvent API or Data, use of Artifax Brand, ArtifaxEvent Brand or ArtifaxAgora Brand, or violation of this API ToS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
15. Dispute Resolution
15.1 The parties will seek a fair and prompt negotiated resolution within ten (10) days of the initial notice of a controversy, claim or dispute (“Claim”). If the Claim has not been resolved after such time or a time period as mutually agreed upon between the parties, the parties will escalate the Claim to more senior levels within its organisation. If the parties are unable to resolve any Claim at the senior management level, then the Claim arising out of or relating to this Agreement shall be resolved as follows:
15.2 For North American Clients / Third Party Organisations only. By binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall take place in the State of Texas. The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the dispute, and may not award any damages, which are excluded by this Agreement. The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent jurisdiction. You and Artifax agree to submit to the personal jurisdiction of the State of Texas and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Any request for arbitration of a Claim by either party against the other relating to this Agreement must be filed no later than six (6) months from the date in which such Claim first occurred. Notwithstanding the above, you agree that Artifax shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
15.3 For all other Clients / Third Party Organisations. In accordance with the law of England and Wales, regardless of your country of origin or where you access the ArtifaxEvent Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Artifax agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts of England and Wales. You and Artifax agree to submit to the personal jurisdiction of the courts of England and Wales – and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Artifax shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
16. General Legal Terms
16.1 Severability. If any provision of this API ToS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API ToS will not be affected in any way.
16.2 Language. Where Artifax has provided you with a translation of the English language version of this API ToS or any document referenced in this API ToS, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
16.3 Notice and Service of Process. We may notify you via postings on our website, the ArtifaxEvent application or via email. Artifax accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.
16.4 Entire Agreement. This API ToS and any documents incorporated into this API ToS by reference, constitute the entire agreement between you and Artifax regarding the ArtifaxEvent API and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API ToS.
16.5 No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this API ToS by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Artifax affiliate shall be deemed legally binding on any Artifax affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Artifax.
16.6 Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of our website or the ArtifaxEvent Service or ArtifaxEvent API, or other material used or displayed through our website or ArtifaxEvent Service.
16.7 Assignment and Delegation. You may not assign or delegate any rights or obligations under this API ToS, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this API ToS, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Artifax Software Limited for any third party that assumes our rights and obligations under this API ToS. Subcontracting permitted under Section 3, is not considered a violation of this Section 16.7.
16.8 Force Majeure. Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
16.9 How to Contact Us. If you have questions or comments about this API ToS or wish to make use of the ArtifaxEvent API in any way not permitted by this API ToS, please contact us via email on [email protected].
