Subject to these Terms, UpcFood grants you a limited, non-exclusive, non-assignable, non-transferable license under UpcFood's intellectual property rights during the Term of this agreement to use the UpcFood API to develop, test, and support your application, web site, or other platform, and to let your customers use your integration of the UpcFood API within your application, web site, or other platform.
2. Non Commercial Use and Fees for Commercial Use
You acknowledge and agree the free version of the UpcFood API is intended for personal or not-for-profit use and that, accordingly, you are prohibited from using the free version of the UpcFood API in connection with a commercial or business purpose or in manner that is commercial or business oriented without UpcFood's express authorization.
3. Modifications to Terms
These Terms may be amended or modified at any time from time to time by UpcFood in its sole discretion, by posting notice on the Site or by otherwise providing notice to you. Your continued use of or access to the UpcFood API after any such changes constitutes your acceptance of the amendments to these Terms and should you not accepts such changes, you agree that your only recourse is to terminate this license at such time as such changes are implemented.
4. Terms and Conditions of License
You hereby agree to abide by the following non-exclusive list of terms and conditions in using or accessing the UpcFood API and/or the UpcFood Content and acknowledge that the license granted under these Terms is conditioned upon such compliance:
a. You hereby acknowledge and agree that UpcFood reserves the right to restrict access to, modify, suspend, or terminate the UpcFood API or any or all of the UpcFood Content and that the availability of UpcFood API and/or the UpcFood Content is not guaranteed and is subject to change.
b. You are prohibited from selling or reselling the right to users to access or use the UpcFood Content.
c. You are prohibited from copying or archiving any of UpcFood Content and/or collecting any data from UpcFood Content, without UpcFood's prior written consent.
d. You are prohibited from using or accessing the UpcFood API in order to monitor or benchmark the performance, availability, or functionalities of the Site or any services offered by and through UpcFood.
e. UpcFood reserves the right to transmit advertisement and promotional materials in connection with the UpcFood Content. You are prohibited from removing, altering, disable, circumventing and/or hiding any such advertisement and promotional materials without the prior written consent of UpcFood.
f. You agree to use the UpcFood API in a manner that complies with all applicable laws, rules, and/or regulations and you are prohibited from modifying, adapting, appropriating, reproducing, distributing, translating, creating derivative works or adaptations of, publicly displaying, republishing, repurposing, selling, trading, or in any way exploiting the UpcFood API, UpcFood Content, or Site except as expressly authorized by UpcFood by these Terms.
g. UpcFood reserves the right in any and all instances to request you provide examples and/or other information or materials concerning any proposed use of the UpcFood API, prior to or after any use or access by you of the UpcFood API and to give or revoke approval for any such use or access, in its sole discretion.
5. Proprietary Rights
a. You hereby acknowledge that UpcFood owns all rights, title, and interest, including all intellectual property rights, in and to, the: 1) UpcFood API, and all elements, components, code, modules, and executables of the UpcFood API; 2) any and all UpcFood Content made available by and through the UpcFood API; 3) the Site; and 4) any UpcFood branding, logos, or other trademarks or goodwill (collectively, all such materials shall be herein referred to as the "UpcFood Materials"). Except for the express licenses granted in these Terms, UpcFood does not grant you any right, title, or interest in any of the UpcFood Materials.
b. UpcFood welcomes your ideas, concerns, comments, suggestions, or feedback regarding the UpcFood API (collectively, "Feedback"), and you hereby agree that UpcFood is permitted and fully authorized to use, disclose, reproduce, license or otherwise distribute, and exploit any or all such Feedback in its sole discretion, entirely without any fees, obligations or restrictions including but not limited to any intellectual property rights of yours.
6. Publicity and Attribution
a. As a condition for your use of and access to the UpcFood API, you agree to include and feature any logo provided by UpcFood and hyperlink(s) to the Site (or other site as UpcFood may specify) in connection with your use of the UpcFood API and/or the UpcFood Content.
b. As a condition for your use of and access to the UpcFood API, you agree to include and feature any names of recipe providers featured in any UpcFood Content and hyperlink(s) to any such provider's website(s) or other website(s) UpcFood may specify, in connection with your use of the UpcFood API and/or the UpcFood Content.
c. You agree that, without your prior consent, UpcFood may publicly refer to you as a licensee of the UpcFood API, orally or in writing, and that UpcFood may also publish your name and logo, on the Site, in press releases, and in UpcFood promotional materials, with or without mention of or link to your use or application that incorporates the UpcFood API or UpcFood Content.
d. As a condition for your use of and access to the UpcFood API, you agree not to remove, change, or otherwise hide any UpcFood or third party copyright or other proprietary notice or any hyperlinks included within any UpcFood Content.
7. Modifications and Updates to UpcFood API
UpcFood reserves the right, from time to time, to update, modify, or alter the UpcFood API. You understand and acknowledge that such updates, modifications, or alterations can or may adversely impact any of your applications or other uses that incorporate or access the UpcFood API and that, in such instances, you bear sole responsibility, at your own expense, for making any updates, modifications, or alterations to any of your applications or other uses that incorporate or access the UpcFood API. UpcFood will attempt to (but does not guarantee) provide up to a months notice to you of updates, modifications, or alterations to the UpcFood API in those instances where such updates, modifications, or alterations that substantially affect the functionality or compatibly of the UpcFood API, by posting notice on the Site. However, you acknowledge that in some cases UpcFood may have to make immediate updates, modifications, or alterations to the UpcFood API, in which case UpcFood will attempt to provide you with a reasonable amount of advance notice under the circumstances.
8. Term and Termination
a. The rights duties and obligations under these Terms shall commence on the date upon which you agree to these Terms and shall continue until such time as you discontinue using the UpcFood API or UpcFood terminates your access to the APIs, UpcFood terminates this agreement, or both.
b. UpcFood reserves the right to discontinue the availability of the UpcFood API at any time, for any reason whatsoever. We may also impose limits on certain features and services or restrict your access to some or all of the APIs or our Website. All of our rights in these Terms may be exercised without prior notice or liability to you. UpcFood reserves the right, in its sole discretion, to suspend or terminate your use of the UpcFood API at any time if we believe you have violated these Terms or, if UpcFood, in its sole discretion, determines the use or access to the UpcFood API by you or your application is inconsistent with UpcFood's business interests or the interests of any users.
c. In the event this agreement between you and UpcFood under these Terms is terminated for any reason: 1) all rights and licenses granted to you under these Terms shall immediately cease and terminate with no further effect; 2) you shall forthwith destroy any and all UpcFood Confidential Information in your possession or control; and 3) you shall forthwith and permanently delete all UpcFood Content which you used and/or stored/archived in connection with your use of the UpcFood API. UpcFood may request that you certify in writing your compliance with this section. You agree that UpcFood shall bear no liability by virtue of terminating this agreement.
9. Confidential Information
You understand that as a result of your use of the UpcFood API, from time to time, you may receive or be given access to various items non-public information, code, software, documentation and/or other materials relating to the UpcFood API or UpcFood's business and UpcFood's products, which is confidential and proprietary to UpcFood (the "Confidential Information"). Your use of any such Confidential Information is strictly limited to that which is necessary in exercising your rights granted in these Terms and you understand that you are restricted from disclosing any such Confidential Information to any third party without UpcFood's prior written consent. You hereby undertake to use a reasonable level of care, and in no event less that the level of care you use in protecting your own confidential and proprietary information, to safeguard against the unauthorized use, access, or disclosure of the Confidential Information.
In order to be granted the License under these Terms, you represent and warrant that you have all necessary power and authority to enter into this agreement and be bound by these Terms, either on your own behalf or on the behalf of an employer and/or an entity and that you (or such employer and/or entity) will comply with these Terms.
You agree to defend, hold harmless and indemnify UpcFood, and its affiliates, and their respective directors, officers, agents, employees, advertisers, and partners, from and against any third party claim arising from or in any way related to your use of the UpcFood API, any UpcFood Content made available by and through such API and any other UpcFood materials or intellectual properties, violation of these Terms, or any other actions connected with your use of the UpcFood API, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys' fees, of every kind and nature.
12. Warranty Disclaimer
While UpcFood endeavors to make the UpcFood API continuously available, UpcFood cannot and does not guarantee any up-time or availability for the UpcFood API and/or the UpcFood Content, or UpcFood Materials.
THE UPCFOOD MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT. SOME OF THE UPCFOOD MATERIALS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE UPCFOOD MATERIALS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. YOUR USE OF THE UPCFOOD MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE UPCFOOD MATERIALS INCLUDING FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
13. Limitation of Liability
YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT UPCFOOD WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF UPCFOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE UPCFOOD MATERIALS; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE UPCFOOD MATERIALS OR ANY UPCFOOD SERVICES; OR (5) ANY OTHER MATTER RELATING TO THE UPCFOOD MATERIALS OR ANY UPCFOOD SERVICES. UNDER NO CIRCUMSTANCES WILL UPCFOOD'S AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, UNDER ANY THEORY OF LIABILITY, EXCEED U.S. ONE HUNDRED DOLLARS (U.S. $100).
14. General and Miscellaneous
a. These Terms constitute the entire and only agreement between UpcFood and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the UpcFood API, the UpcFood Content, and the products or services provided by or through the Site, and the subject matter of this Agreement. Any modification to these Terms by you must be agreed to by the parties in a signed writing. You may not assign any of the rights or obligations granted hereunder, except with the express written consent of UpcFood, and any attempted assignment in violation of this paragraph is void. UpcFood may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
b. Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and UpcFood API, by using the UpcFood API, you expressly agree that any such dispute shall be governed by the laws of the State of Deleware, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Deleware, for the resolution of any such dispute. The prevailing party in any action or proceeding to enforce this Agreement and these Terms shall be entitled to costs and attorneys' fees. If any part of this Agreement or these Terms are held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
c. You understand that nothing contained in these Terms shall create or imply any partnership, employment relationship, agency or joint venture.