API CLIENT TERMS OF SERVICE


Thank you for using Byga, Inc. (“Byga”) APIs, associated software and related development services (collectively, "APIs"). By accessing or using our APIs, you are agreeing to the terms below. We refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the "API Terms." You agree to comply with the API Terms and that the API Terms control your relationship with us. So please read all the API Terms carefully.


This Agreement is effective as of July 1, 2023.


Section 1: Account and Registration


a. Accepting the Terms

You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with Byga, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.


b. Entity Level Acceptance

If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).


c. Registration

You may be required to provide certain information (such as identification or contact details) as part of the registration process for access to the APIs, or as part of your continued use of the APIs. Any registration information you give to Byga will always be accurate and up to date and you'll inform us promptly of any updates.


Section 2: Using Byga’s APIs


a. Your Authorized Users

You will require your authorized users to comply with (and not knowingly enable them to violate) applicable law, regulation, and Terms.


b. Compliance with Law, Third Party Rights, and Other Byga Terms of Service

You will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding parental/guardian consent and  use by minors 13 and over or the import and export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Byga (or its affiliates).


c. Permitted Access

You will only access (or attempt to access) an API by the means described in the documentation of that API. If Byga assigns you credentials for use by you or your API Client to access Byga’s APIs, you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs.  All permission requests must accurately represent the identity of the API client that seeks access to Byga authorized user data. If you have obtained Byga authorized user credentials for use while accessing the API, keep these credentials confidential.


d. API Limitations

Byga may limit your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), at our discretion. You agree to not attempt to circumvent such limitations. If you would like to use any API beyond these limits, you must obtain Byga’s consent and Byga may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use.


Section 3: Your API Clients


a. Monitoring by Byga

You agree that Byga may monitor your use of the APIs to ensure quality, improve our services, or verify your compliance with these terms. You will not interfere with this monitoring. Byga may use any technical means to overcome such interference. Byga may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.


b. Security

You will use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.


c. Ownership

Byga does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.


d. Authorized User Privacy and API Clients

You will comply with (1) all applicable privacy laws and regulations including those applying to personal data and (2) these terms, which governs your use of the APIs when you request access to information on behalf of Byga’s Authorized Users. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what information you collect and how you use and share such information with third parties.


Section 4: Prohibitions and Confidentiality


a. API Prohibitions

When using the APIs, you may not (or allow those acting on your behalf to):

  1. Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
  2. Modify or create a derivative work of the Byga Service or any portion thereof; 
  3. Reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Byga Service (including Byga Code), except to the extent expressly permitted by applicable law and then only upon advance notice to Byga.
  4. Rent, lease, copy, transfer, sublicense, or provide access to an API to a third party.
  5. Perform an action with the intent of introducing to Byga’s software any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
  6. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
  7. Promote or facilitate unlawful online gambling, commercial messages or advertisements.
  8. Reverse engineer or attempt to extract the source code from any API or any related software.
  9. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage.
  10. Remove, obscure, or alter any Byga terms of service or any links to or notices of those terms.


Unless otherwise specified in writing by Byga, Byga does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to Byga unless you have received prior written consent to such use from Byga.


b. Securing Credentials

Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.


b. Confidential Matters

Our communications to you and our APIs may contain Byga confidential information. Byga confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Byga’s prior written consent. Byga confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Byga confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.


Section 5: Content


a. Content Accessible Through our APIs

Our APIs contain third party content (such as text, images, documents and videos). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, or Byga policies.


b. Submission of Content

Some of our APIs allow the submission of content. Byga does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling Byga to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable Byga privacy policies, you give Byga a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to Byga’s APIs through your API Client. "Use" means use, host, store, modify, communicate, and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.


c. Retrieval of content

When a Byga authorized user's non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.


d. Accurately Represent Intent

You must explain the types of content being requested from the API. You must also explain the purpose for which your API Client requests content. If your API Client requests content for one reason but will also be utilized for a secondary purpose, you must notify Byga authorized users of both use cases. Users should be able to readily understand the value of providing the content that your application requests, as well as the consequences of sharing that content with your application. 


d. Updates to Disclosure

If you plan to access or use a type of content that was not originally disclosed in your privacy policy (or in-product disclosures) when a Byga authorized user initially authorized access on their behalf, you must update your privacy policy and prompt the user to consent to any changes before you may access that data.


e. Data Portability

Byga supports data portability. For as long as you use or store any Byga authorized user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that's substantially as fast and easy as exporting such data from Byga products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.


f. Prohibitions on Content

Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:

  1. Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted;
  2. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
  3. Misrepresent the source or ownership; or
  4. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.


Section 6: Brand Features; Attribution


a. Brand Features

"Brand Features" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party's Brand Features.


b. Attribution

You agree to display any attribution(s) required by Byga as described in the documentation for the API. Byga grants to you a non transferable, non sublicensable, non exclusive license while the Terms are in effect to display Byga’s Brand Features for the purpose of promoting or advertising that you use the APIs. You must only use the Byga Brand Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. You understand and agree that Byga has the sole discretion to determine whether your attribution(s) and use of Byga’s Brand Features are in accordance with the above requirements and guidelines.


c. Publicity

You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by Byga without Byga’s prior written approval.


d. Promotional and Marketing Use

In the course of promoting, marketing, or demonstrating the APIs you are using and the associated Byga products, Byga may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes.


Section 7: Privacy and Copyright Protection


a. Byga Use of Submitted Information

By using our APIs, Byga may use submitted information in accordance with our Privacy Policy.


b.  Byga Privacy Policy Disclosure to Your Users

Your privacy policy must notify users that you are using the Byga API(s) and incorporate by reference Byga’s Privacy Policy by including a link to Byga’s then-current Privacy Policy (or such other URL as Byga may provide).


Section 8: Termination


a. Termination

You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide Byga with prior written notice and upon termination, cease your use of the applicable APIs. Byga reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.


b. Your Obligations Post-Termination

Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the Byga Brand Features, and delete any cached or stored content that was permitted by Byga’s authorized users. Byga may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.


c. Surviving Provisions

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply.


Section 9: Liability for our APIs


a. WARRANTIES

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER BYGA NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS".

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.


b. LIMITATION OF LIABILITY

IN NO EVENT WILL BYGA OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BYGA’S OR ITS SUPPLIERS’ TOTAL LIABILITY TO CLIENT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT TO BYGA FOR THE APPLICABLE BYGA SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, BYGA’S TOTAL LIABILITY SHALL NOT EXCEED IN AGGREGATE ZERO U.S. DOLLARS ($0 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY BYGA TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.


c. Indemnification

Unless prohibited by applicable law, if you are a business, you will defend and indemnify BYGA, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

  1. Your misuse or your end user's misuse of the APIs;
  2. Your violation or your end user's violation of the Terms; or
  3. Any content routed into or used with the APIs by you, those acting on your behalf, or your end users.

Section 10: General Provisions


a. Modification

We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We'll post notice of modifications to the Terms within the documentation of each applicable API, to this website. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.


b. U.S. Federal Agency Entities

The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.


c. General Legal Terms

We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Byga does not take action right away, this does not mean that Byga is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Byga relating to its subject and supersede any prior or contemporaneous agreements on that subject.


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