Terms and Conditions
The following terms and conditions govern all use of the website, the API services, or any other website owned and operated by GuideAPI.com (and Stoko Ltd as its respective owner) which incorporate these terms and conditions) (the “Website”), including all content, services and support packages provided via the Website. The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, procedures that may be published from time to time on this Website by GuideAPI.com (collectively, the “Agreement”).
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website or use any of the services. If these terms and conditions are considered an offer by GuideAPI, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
All rights, title and interest in any software and/or provided by GuideAPI.com shall at all times remain with GuideAPI.com. You shall not acquire directly, indirectly or by implication any right, title or interest, including intellectual property rights, in the software or any parts thereof. We do not claim any ownership rights to the information that you submit to the GuideAPI.com service and/or application itself, your code is yours.
Your Account and Website
If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify GuideAPI.com of any unauthorized use of your account or any other breaches of security. GuideAPI.com will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
Acceptable Use of Your Account and the Website
By accepting this Agreement, you agree not to use, encourage, promote, or facilitate others to use, the Website or your account in a way that is harmful to others (“Acceptable Use”). Examples of harmful use include, but are not limited to, engaging in illegal or fraudulent activities, infringing upon others’ intellectual property rights, distributing harmful or offensive content that is defamatory, obscene, abusive, an invasion of privacy, or harassing, violating the security or integrity of any computer, network or communications system, and taxing resources with activities such as cryptocurrency mining. You may not conduct external scans of any kind against infrastructure without written permission from GuideAPI.com. Furthermore, account name squatting is prohibited by GuideAPI.com. Account names on GuideAPI.com are administered to users on a first-come, first-serve basis. Accordingly, account names cannot be held or remain inactive for future use. Any attempts to purchase, solicit, or sell account names in any form may result in the permanent suspension of the account. GuideAPI.com reserves the right to remove, rename, or close inactive accounts at its discretion.
Payment and Renewal for Subscriptions Purchased Through the Website
By selecting a subscription, you agree to pay GuideAPI.com (Stoko Ltd) the subscription fees indicated for that service. The subscription fee will be specified on your invoice. Unless you notify GuidAPI.com before the end of the applicable subscription period that you want to cancel the subscription will renew automatically.
You authorize us to collect the subscription fee using any credit card or other payment mechanism we have on record for you. All subscriptions are subject to the terms and conditions of the GuideAPI Subscription Terms.
By creating an account on you give us permission to add your email address to the GuideAPI.com newsletter. You can unsubscribe at any time by using the link at the bottom of the newsletter.
Responsibility of Website Visitors
GuideAPI.com has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, GuideAPI.com does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. You are encouraged to report any violations of our Acceptable Use requirements to GuideAPI.com Legal Department.
Content Posted on Other Websites
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which this website links, and that link to this website. Stoplight does not have any control over those non-GuideAPI.com websites and webpages, and is not responsible for their contents or their use. By linking to a non-GuideAPI.com website or webpage, GuideAPI.com does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Stoplight disclaims any responsibility for any harm resulting from your use of non-Stoplight websites and webpages.
Copyright Infringement and DMCA Policy
As GuideAPI.com asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by GuideAPI.com violates your copyright, you are encouraged to notify GuideAPI.com. To the extent you are required to use third party software or applications, you are solely responsible for securing the necessary rights to use such third party software or applications.
You shall ensure that any and all information or data, including without limitation, personal data, used by you in connection with the Agreement (“User Data”) is collected, processed, transferred and used in full compliance with Applicable Data Protection Laws (as defined below) and that you have obtained all necessary authorizations and consents from any data subjects to process User Data. If applicable, you shall adopt and maintain appropriate organizational, technical and security measures prior to any such collection, processing or transfer in order to protect against unauthorized access to or use of User Data. You shall immediately inform GuideAPI.com upon becoming aware of any breach within the meaning of Applicable Data Protection Law relating to User Data (a “Security Incident”) and to cooperate with GuideAPI.com in any investigation thereof and in the implementation of any measures reasonably required to be taken in response thereto.
This Agreement does not transfer from GuideAPI.com to you any GuideAPI.com or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with GuideAPI.com. GuideAPI.com, the GuideAPI.com logo, and all other trademarks, service marks, graphics and logos used in connection with GuideAPI.com, or the Website are trademarks or registered trademarks of GuideAPI.com, Stoko Ltd or GuideAPI.com’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Stoplight or third-party trademarks.
You represent and warrant that (i) your use of the Website will be in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from Ireland or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
GuideAPI.com (Stoko Ltd) may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your GuideAPI.com account, you may simply discontinue using the Website, and notify GuideAPI.com about your decision. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Limitation of Liability
EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, IN NO EVENT WILL STOPLIGHT OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF GUIDEAPI.COM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ADDITION, THE TOTAL LIABILITY OF GUIDEAPI.COM AND ITS LICENSORS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, ONE DOLLAR ($1). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You agree to indemnify and hold harmless Stoplight, its affiliates, contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of this Website, including but not limited to your violation of this Agreement.
Disclaimer of Warranty
The Website is provided “AS IS” and GUIDEAPI.COM AND ITS AFFILIATES, SUPPLIERS AND LICENSORS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OR MERCHANTABILITY, ACTIVITES FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Neither GuideAPI.com nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
If any provision of this document is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
Failure to Enforce
The failure of either party to enforce at any time, or for any period of time, the provisions hereof shall not be construed to be a waiver of such provisions or of the right of such party to enforce each and every such provision.
The parties will engage in good faith negotiations to resolve the dispute for a period of ten (10) business days after written notice of the dispute or issue is provided by one party to the other. Within such ten (10) business days, representatives from each party will engage in negotiations to resolve the dispute, and such individuals will meet in person, via videoconference or via telephone and attempt to informally resolve the dispute or issues. If those persons are unable to resolve the dispute within such ten (10) business days, then unless the parties have mutually agreed to extend the negotiation period, a party may exercise its rights available to such party under this Agreement or otherwise.
Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, which has not been resolved via the process laid out in Dispute resolution will then be referred to and finally determined by arbitration in accordance with the Irish Arbitration Association. The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be Dublin, Ireland. The arbitral procedure shall be conducted in the English language. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
These Terms shall be construed in accordance with the laws of Ireland without reward to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of the GuideAPI.com shall be filed only in the state or federal courts located in Dublin, Ireland, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
GuideAPI.com Subscription Agreement
TO THE EXTENT CUSTOMER IS PURCHASING A GUIDEAPI.COM SUBSCRIPTION, BY CHECKING THE “I ACCEPT” BOX IN THE PURCHASE FLOW, YOU AND ANY ENTITY THAT YOU REPRESENT (“CUSTOMER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE GUIDEAPI.COM SUBSCRIPTION TERMS (“AGREEMENT”) AS OF THE DATE OF CUSTOMER’S FIRST DOWNLOAD AND/OR USE OF THE SERVICES (THE “EFFECTIVE DATE”). CUSTOMER’S CONTINUED USE OF THE SOFTWARE APPLICATION AND OTHER MATERIALS PROVIDED BY GUIDEAPI.COM (STOKO LTD). (“GUIDEAPI”), AS SPECIFIED IN THE APPLICABLE ORDER FORM OR QUOTE (“SERVICES”) (“GUIDEAPI.COM”) SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO DO SO.
The Free Trial subscription provides a 15-day free acccess to the chosen plan. Upon this period the Customer may continue use the Service only with a paid subscription, even if it includes a downgrade or upgrade of the selected plan.
DOWNGRADE & UPGRADE
Customer may decide to change the current plan for GuideAPI.com's API Service. This happens through the Customer's account or by sending a notice by email to GuideAPI.com's customer support available at firstname.lastname@example.org
The downgrade/upgrade will apply for the next billing cycle.
GuideAPI.com doesn't have a refund policy because the free trial has enough time to make the necessary tests before payment. In case after the 15-day free trial, you need more time, you can request an additional free 5-day period.
LICENSE AND SUPPORT
1.1. Subject to the terms and conditions of this Agreement, GuideAPI.com hereby grants to Customer and its Affiliates (as defined below) a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ employees and contractors to (1) internally (a) for its internal use in connection with the development of Customer’s and/or its Affiliates’ own software, and (b) by the number of internal users for which Customer has paid GuideAPI.com (Stoko Ltd); and © use the documentation, training materials or other materials supplied by GuideAPI.com (the “Other GuideAPI.com Services”).
1.2. Subject to the terms hereof, GuideAPI.com will provide reasonable support to Customer for the Services as set forth at , for the support plan selected and paid for by Customer. Not with standing anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from GuideAPI.com’s service engineers regarding any support issue or request (including without limitation, failure to make backups of Customer’s Services) (each, a “Support Issue”), GuideAPI.com may terminate its support obligations to Customer with respect to such Support Issue upon fifteen (15) days’ written notice if Customer does not cure such noncompliance within the notice period.
1.2.1. GuideAPI.com will use reasonable commercial efforts to respond to support questions by email. The number of support questions is not limited.
RESTRICTIONS AND RESPONSIBILITIES
2.1. Except as expressly authorized in the Agreement, Customer will not, and will not permit any third party to: use the API Service for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the API Service; use the API Service or any other GuideAPI.com software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the API Service in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the API Service or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the API Service in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GuideAPI.com, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).
2.2. Customer will cooperate with GuideAPI.com in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GuideAPI.com may reasonably request. Customer will also cooperate with GuideAPI.com in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the API Service. Customer shall maintain during the term of this Agreement and through the end of the fifth year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GuideAPI.com under this Agreement (collectively, the “Customer Records”). GuideAPI.com may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GuideAPI.com plus late fees pursuant to Section 5.2.
2.3. Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords), API flows, client credentials, and files, and for all uses of Customer account with or without Customer’s knowledge or consent.
3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Without limiting the foregoing, the API Services are GuideAPI.com Proprietary Information.
3.2. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or © was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Stoplight may collect data with respect to and report on the aggregate response rate and other aggregate measures of the API Service’ performance and Customer’s usage of the API Service; provided that GuideAPI.com will not identify Customer as the source of any such data without Customer’s prior written consent. For the avoidance of doubt, use of a third party to host the data collected shall not be deemed a disclosure.
3.3. Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of this Agreement and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.
3.4. Both parties will have the right to disclose the existence of the relationship between the parties, but not the terms and conditions of this Agreement, unless such disclosure of the Agreement terms is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
INTELLECTUAL PROPERTY RIGHTS
4.1. Except as expressly set forth herein, GuideAPI.com alone (and its licensors, where applicable) will retain all intellectual property rights relating to the API Service and any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by Customer, its Affiliates or any third party relating to the API Services, which are hereby assigned to GuideAPI.com. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the API Service, or any intellectual property rights.
4.2. Customer shall not remove, alter or obscure any of GuideAPI.com’s (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of GuideAPI.com’s (or its licensors’) ownership or contribution from the API Service. Additionally, Customer agrees to reproduce and include GuideAPI.com’s (and its licensors’) proprietary and copyright notices on any copies of the API Service, or on any portion thereof, including reproduction of the copyright notice.
4.3. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all software, information, content and data provided by or on behalf of Customer or made available or otherwise distributed through use of the API Service (“Content”) and the intellectual property rights with respect to that Content. If GuideAPI.com receives any notice or claim that any Content, or Customer’s activities hereunder (including without limitation, with respect to any Content), infringes or violates the rights of a third party or any applicable law or regulation (a “Claim”), Customer will indemnify, defend and hold GuideAPI.com harmless from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. The immediately foregoing indemnity obligations are expressly conditioned on GuideAPI.com providing Customer with prompt notice of, and reasonable cooperation and sole control over the defense and/or settlement of the applicable Claim. Subject to the foregoing, GuideAPI.com may participate in the defense and/or settlement of any applicable Claim with counsel of its choosing at its own expense.
4.4. GuideAPI.com will defend, indemnify and hold Customer harmless from liability and other amounts paid or payable to unaffiliated third parties resulting from (i) the infringement or violation of any intellectual property or proprietary rights by the API Service or (ii) the violation of applicable law or regulation by GuideAPI.com in performance of its obligations hereunder, provided GuideAPI.com is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement thereof. Subject to the foregoing, Customer may participate in the defense and/or settlement of any claim that is indemnifiable by Stoplight with counsel of its choosing at its own expense. The foregoing obligations do not apply with respect to portions or components of the API Service (i) not created by GuideAPI.com, (ii) that are modified after delivery by GuideAPI.com, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the API Service is not strictly in accordance with this Agreement and all related documentation. Customer shall provide GuideAPI.com prompt notice of any claim, reasonably cooperate in the defense and provide GuideAPI.com with sole control over the defense, including the ability to settle any claim.
PAYMENT OF FEES
5.1. Unless and until GuideAPI.com and Customer have executed a quote document specifically referencing this Agreement with respect to amounts due on account of the API Service (a “Quote”, which is hereby incorporated by reference, if applicable), and unless Customer’s subscription to (and payment with respect to) the API Service has been made on Customer’s behalf by a reseller, Customer will pay GuideAPI.com the applicable fees as set forth at (the “Pricing”) for the API Service and/or services selected and/or used by Customer (the “Fees”) without any right of set-off or deduction. On each anniversary of the Effective Date, GuideAPI.com will invoice Customer (or its reseller, if applicable) with respect to any and all additional Customer Users of the API Service beyond those for whom Customer has pre-paid, as of such date (and for whom the Fees due pursuant to such invoice will be the then-current per-period User fee with respect to the period just ended, and the then current per-period User fee with respect to all subsequent periods, unless otherwise agreed in writing by both parties (collectively, a “True-Up”)).
5.2. All payments will be made in accordance with the payment schedule and the method of payment set forth in the Pricing. If not otherwise specified, (a) GuideAPI.com will invoice Customer with respect to Fees up-front, for each term of the Customer’s subscription (as applicable), and (b) payments will be due within thirty (30) days of Customer’s receipt of correct invoice. Except as expressly set forth in this Agreement, all Fees paid and/or due hereunder (including any prepaid amounts) are non-refundable, including without limitation if this Agreement is terminated in accordance with Section 6 below.
5.3. Any unpaid fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes unless Customer has provided GuideAPI.com with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to GuideAPI.com on account thereof.
TERM AND TERMINATION
6.1. This Agreement shall become effective as of the date purchased and shall remain in effect for the Term elected by Customer in the applicable order or quote
and if none is identified, then for a Term of one month (1). This Agreement shall renew for additional successive period of one (1) month, unless either Party provides at least thirty (30) days advance written notice of its intent not to renew.
6.2. Either party may terminate this Agreement immediately upon 15 days’ written notice to the other party in the event of any material breach of this Agreement (including without limitation, any breach and/or failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period.
6.3. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business without a successor.
6.4. Customer’s rights to the API Service, and any licenses granted hereunder, shall terminate upon any termination of this Agreement. The following Sections will survive any termination of this Agreement: 2 through 6 (except for Section 4.3), and 8 through 11.
WARRANTY; CUSTOMER SOFTWARE SECURITY
GuideAPI.com represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, and (ii) it will not knowingly include, in any GuideAPI.com software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, GuideAPI.com fails to comply with the warranty in this Section, Customer may promptly notify GuideAPI.com in writing of any such noncompliance. GuideAPI.com will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND/OR THE API SERVICE, SOFTWARE AND GUIDEAPI.COM PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. GUIDEAPI.COM AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACTIVITIES FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO BREACH(ES) OF THE AGREEMENT, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE API SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ANY DELAY OR INABILITY TO USE THE SERVICE OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, THE TOTAL LIABILITY OF EACH PARTY AND ITS LICENSORS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE DOLLAR ($1), OR (ii) THE FEES PAID TO GUIDEAPI.COM HEREUNDER IN ONE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all or substantially all of its business or assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Stoplight will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of Ireland. without regard to its conflict of laws provisions. The federal and state courts sitting in Dublin, Ireland. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.