API Agreement for CellularSmarts
This API Agreement (“Agreement”) governs the use of the CellularSmarts application programming interface (“API”) made available by CellularSmarts (“Company”). By accessing or using the API, you (“Developer”) agree to be bound by this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not use the API.
1. Definitions
- API: The application programming interface and any accompanying or related documentation, source code, executable applications, and other materials made available by the Company.
- Application: Any software application, website, or product you create or service you offer using the API.
- Company: CellularSmarts, including its subsidiaries and affiliates.
- Developer: The individual or entity using the API.
- End User: Any end user of your Application.
2. License Grant
The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the API solely for the purpose of integrating it with your Application. This license is subject to the terms and conditions of this Agreement.
3. API Usage
3.1 Compliance
You agree to comply with all applicable laws, regulations, and third-party rights (including without limitation laws regarding the email, data protection, intellectual property, and privacy) in your use of the API. You will not use the API in a way that violates any laws, regulations, or third-party rights.
3.2 Rate Limits
The Company may set and enforce limits on your use of the API (e.g., limiting the number of API requests that you may make or the number of End Users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with the API.
3.3 Prohibited Uses
You will not:
- Use the API to engage in any activity that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
- Interfere with or disrupt the API or the servers or networks providing the API.
- Reverse engineer, decompile, or disassemble the API, except to the extent that such restriction is expressly prohibited by law.
4. Data and Privacy
4.1 Data Collection
You may collect data from End Users through your Application only with their explicit consent and in compliance with applicable data protection laws and regulations.
4.2 Data Usage
You will use any data collected from End Users solely for the purpose of providing and improving your Application. You will not sell, lease, or share the data with any third parties except as necessary to provide your Application.
4.3 Data Security
You agree to implement and maintain appropriate technical and organizational measures to protect the data you collect through your Application from unauthorized access, use, or disclosure.
5. Intellectual Property
5.1 Ownership
The Company retains all rights, title, and interest in and to the API, including all intellectual property rights. Except for the express licenses granted herein, this Agreement does not grant you any rights to the Company’s trademarks or any other intellectual property.
5.2 Feedback
If you provide feedback or suggestions about the API, the Company may use such information without obligation to you.
6. Termination
6.1 Termination by You
You may terminate this Agreement by ceasing all use of the API and deleting any cached or stored content that was obtained through the API.
6.2 Termination by the Company
The Company may terminate this Agreement or suspend your access to the API at any time, with or without cause, and without notice or liability to you.
6.3 Effect of Termination
Upon termination of this Agreement, all rights and licenses granted to you will terminate immediately. You must cease all use of the API and delete any data obtained through the API.
7. Disclaimer of Warranties
The API is provided “as is” and “as available” without any warranties of any kind, whether express or implied. The Company disclaims all warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
8. Limitation of Liability
To the fullest extent permitted by law, the Company will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from your access to or use of, or inability to access or use, the API.
9. Indemnification
You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your use of the API or your violation of this Agreement.
10. General Provisions
10.1 Governing Law
This Agreement will be governed by and construed in accordance with the laws of Fairfax County, Virginia, without regard to its conflict of laws principles.
10.2 Entire Agreement
This Agreement constitutes the entire agreement between you and the Company regarding the API and supersedes all prior agreements and understandings, whether written or oral, regarding the API.
10.3 Amendments
The Company may amend this Agreement from time to time. If we make material changes to the Agreement, we will notify you by email or by posting a notice on our website prior to the effective date of the changes. By continuing to access or use the API after the changes become effective, you agree to be bound by the revised Agreement.
10.4 Waiver
The failure of either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
10.5 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
10.6 Assignment
You may not assign this Agreement, whether by operation of law or otherwise, without the Company’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. The Company may freely assign this Agreement.
10.7 Contact Information
If you have any questions about this Agreement or the API, please contact us at:
CellularSmarts
4445 Corporation Ln STE 264
Virginia Beach, Virginia 23462
