TAGNIFI API TERMS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OR AGREEING TO USE THE TAGNIFI API.  BY REGISTERING AS A DEVELOPER YOU AGREE THAT YOU OR THE ENTITY THAT YOU REPRESENT (“YOU”, “YOUR”) HAVE READ, AGREE TO BE BOUND BY, AND ARE PARTY TO THESE TERMS AND CONDITIONS (THE “AGREEMENT”).

YOUR USE OF THE SERVICE SHALL SERVE AS YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS AND CONDITIONS.

1. Access

1.1 TagniFi, LLC (“TagniFi”) welcomes you to the TagniFi API (the “API”), which will allows you to access and use the TagniFi API database (“API Content”) for the sole purpose of the creation of an application that you own or control at the time of publication (the “Application”).

1.2 This Agreement applies whenever you access or use the API or API Content, on whatever device and by whatever means, as updated and/or modified by TagniFi from time to time without notice to you. By continuing to access or use the API or API Content, you will be deemed to have accepted such updates and/or modifications to this Agreement.

2. License

2.1 Subject to full compliance of all terms and conditions herein TagniFi grants you a limited, personal, non-sublicensable, non-transferable, non-exclusive, revocable licence to:

2.1.1 Access, copy, publish, distribute, incorporate and display API Content in your Application; and,

2.1.2 reproduce the TagniFi trade marks, logos and/or branding embedded in API Content in accordance always with clause 4.2.

2.2 Subject to clause 2.1, you may access the API at http://api.tagnifi.com (the “API Site”).

2.3 This licence extends to API Content only and does not grant you any rights in respect of other material used on the API Site or any associated sites under the control of TagniFi.

3. General Terms of Use

3.1 You shall:

3.1.1    Access the API with your confidential API access key (“API Key”). Each registered developer shall be entitled to one API key. TagniFi reserves to right to cancel any or all other API Keys registered without notice;

3.1.2 Act ethically and honestly in your use of API Content;

3.1.3 At the request of TagniFi, promptly and accurately detail your use of API Content;

3.1.4 At all times comply with the TagniFi Site Terms of Use and Privacy Policy: http://www.tagnifi.com/terms/ and http://www.tagnifi.com/privacy/;

3.1.5 At all times comply with the terms of this Agreement;

3.1.6 Strictly adhere to the instructions provided in any TagniFi legal or other notice that you receive in respect of API Content, within not more than 12 hours of receipt of such notice, and keep the contents of such notice at all times confidential; and

3.17 Strictly adhere to the rate limits as detailed at http://www.tagnifi.com/pricing.

3.2 You shall not:

3.2.1 Amend or modify API Content in any way;

3.2.2 Act or use API Content in any way that is detrimental or could reasonably be expected to be detrimental to TagniFi including without limitation TagniFi’s name, reputation, image or goodwill;

3.2.3 Use API Content in any Application that involves pornography, racism, violence, gambling or illegal activities of any kind;

3.2.4 Use API Content in an unlawful manner, for any unlawful purpose, or in any other manner inconsistent with the terms of this Agreement;

3.2.5 Use our API for any application whose primary purpose is to provide services that are competitive to TagniFi, unless you receive prior written approval from TagniFi;

3.2.6 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the API and/or API Content, or attempt to carry out any of the same; and

3.2.7 Use the API or API Content in a way that constitutes excessive or abusive usage or in a way that disrupts or has the potential to disrupt the TagniFi service and/or TagniFi controlled servers and/or networks and/or any other connected sites.

4. Attribution

4.1 API Content must be attributed to TagniFi when incorporated in the Application as described in the documentation as shown at the hyperlink in this clause 4.1 (the “API Documentation”). Please carefully review the API Documentation prior to use of the service: https://www.tagnifi.com/docs/attribution.

4.2 The Application must incorporate the TagniFi trade marks, logos and/or branding as provided in the API documentation and by hyperlinked back to http://www.tagnifi.com (the “TagniFi Site”).

5. Storing of API Content

5.1 You may cache API content for up to seven days (604,800 seconds) from its first retrieval. You may not cache or otherwise store API content for more than seven days after its first retrieval.

6. End Users

6.1 You may not make or give any representations, warranties or other promises in respect of API Content.

6.2 You are solely responsible for procuring the agreement to the terms of this Agreement by end-users of the Application, by incorporating these terms into your own end-user terms of use.

7. API Key Security

7.1 You agree to provide accurate, current and complete information when registering for an API Key.

7.2 You agree to keep the API Key, your password and user identification confidential (except in respect of co-developers for a single Application).

7.3 You shall report any actual or suspected breach of your API Key security to TagniFi as soon as such a breach is discovered or suspected by emailing api@tagnifi.com.

8. Your responsibilities

8.1 You are solely responsible for your actions, inactions and the actions, inactions of your end-users when using API Content in the Application.

8.2 You acknowledge and agree that you are responsible for your, your employees’, your contractors’ and consultants’ adherence to local, state, national and international laws and regulations applicable to your access and use of API Content, including, but not limited to, any privacy or data protection laws and regulations.

9. Liability and Disclaimer

9.1 Your use of, and any reliance upon, the API and API Content is at your own risk.

9.2 TagniFi hereby excludes all liability for indirect, special or consequential damages, even if you have previously advised TagniFi of the possibility of such damages.

9.3 TagniFi will not be liable for any loss of revenue, profits, opportunity or data arising in connection with your access to API or use of API Content.

9.4 TagniFi hereby further excludes liability for the consequences of any inaccuracy, interruptions or errors in the API or API Content. TagniFi is not obliged to make any particular API Content available to you via API or by any other means. The API and API Content are provided on an “as is” basis with no representations made as to quality, service level or possible defects. TagniFi is under no obligation to make any particular content available as API Content. Access to and availability of the API or API Content is not guaranteed, nor can TagniFi ensure that it will be uninterrupted or error free.

9.5 Provision of API Content is intended for general information only. You are solely responsible for determining whether API Content is suitable for your purposes and the purposes of the Application. TagniFi makes no representation that API Content will be legally compliant or otherwise appropriate for your intended use.

9.6 TagniFi shall not be liable in any circumstances to your end-users of API Content.

9.7 You agree to indemnify and hold TagniFi, its affiliates, officers, and employees, harmless from any liability, loss, damage, cost or expense, including legal fees and expenses, arising from or relating to any claim or demand made by any third party due to or arising out of your access to the API and API Content, or the breach of this Agreement by you, or the infringement by you, your end-user, or any third party using your API Key, of any intellectual property or other right of any person or entity.

10. Complaints

10.1 You must inform TagniFi in writing within 24 hours of receipt of any complaint or claim by a third party in relation to API Content, the API or TagniFi.

10.2 You will not use API Content for any unlawful purpose or in any way that infringes or is likely to infringe the rights (including but not limited to intellectual property rights) of any third party.

11. Termination

11.1 TagniFi reserves the right to cancel or suspend your licence to access the API or use of API Content at any time, for any period, and without notice.

11.2 Your permission to access the API and to use API Content shall terminate automatically on the occurrence of any of the following:

11.2.1 You commit a breach of this Agreement;

11.2.2 TagniFi provides written notice to you of termination; and/or

11.2.3 TagniFi withdraws the API product, such withdrawal to be made at TagniFi’s sole discretion.

11.3 On suspension or termination of your permission to access the API or API Content for any reason, all licences granted under this Agreement will automatically terminate, and you will immediately cease publication, or other use, of all API Content.

11.4 On termination of your licence under this Agreement for any reason, you will remove immediately all API Content from the Application and delete any remaining API Content in your possession and/or control.

12. Fees and tiered subscription

12.1 You may be required to pay a one-off or ongoing fee for your use of the API and API Content. As and when such payment is required, you may either be directed from the API Site and/or TagniFi Site to the portal for payment, or invoiced manually to your contact details as supplied.

12.2 Full information of pricing and payment can be found at http://www.tagnifi.com/pricing, and the fees and subscription structure may be updated and modified from time to time at the discretion of TagniFi.

12.2 Where payment is required, you agree to the payment of fees against any TagniFi invoice, rendered pursuant to the pricing as set out at http://www.tagnifi.com/pricing.

12.3 You agree that all payments shall be made at the beginning of each month of your subscription, commencing on the date of subscription.

12.4 Monthly payments are non-refundable, irrespective of termination or change to your subscription plan.

12.5 Any change you make to your subscription will be treated as a new subscription, and you shall be charged in accordance with clause 12.3.

12.6 TagniFi reserves the right to terminate your subscription immediately if you fail to make any monthly payment.

12.7 If TagniFi elects, at its sole discretion, not to terminate your subscription pursuant to clause 12.6, interest on late payment shall accrue interest at a rate of 1.5% per month, accruing daily, from the due date until the date of payment.

13. Rights

This Agreement shall not transfer to you any interest in the API, API Content, or other intellectual property rights owned by TagniFi. All intellectual property on the TagniFi Site, the API Site, the API and API Content shall remain at all times the exclusive property of TagniFi, its licensors or third parties.

14. Assignment

You are not permitted to assign, sub-licence, transfer or dispose of the rights Licensed under this Agreement. TagniFi reserves the right to assign or novate this Agreement.

15. Non-waiver

TagniFi’s failure to act with respect to a breach by you or others, or any claim related to this Agreement does not waive TagniFi’s right to act with respect to subsequent or similar breaches.

16. Severance

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.  The clause titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

17. Governing Law and Jurisdiction

The agreement between us is governed by Florida law and the parties agree to submit to the exclusive jurisdiction of the Florida courts.