These Terms of Service ("Terms") govern the contractual relationship between
NetCube SASU, a company governed under the laws of France, having its registered office at 129 Rue
des Lilas 34980, Saint-Gély-du-Fesc, France (hereinafter referred to as "NetCube", "we",
"our", and "us"), and each user or visitor (collectively "you" or "your")
(i) accessing/using the website located at https://apiflash.com
(hereinafter referred to as "Website"), (ii) using the API and Services (as further defined
under Section 3 of these Terms), and/or (iii) using any or all subdomain URLs related to the Website
and pointing to the API including the subdomain located at https://api.apiflash.com
(hereinafter referred to together as "Subdomain URL(s)").
You and NetCube shall also hereinafter be referred to together as the "Parties" and
individually as a "Party".
Please read these Terms carefully before using the Website, Subdomain URLs, API and Services. Your
access to the Website and your use of the Subdomain URLs, API and/or Services (defined below) is
conditioned upon your acceptance of and compliance with these Terms.
1.
Acceptance & Modification of the Terms
By accessing the Website and by using the Subdomain URLs, API (defined below) and Services (defined
below) you agree to be bound by these Terms and accept to comply with all applicable laws and
regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not
be permitted/authorized to use the API (defined below) and Services (defined below), and (ii)
refrain from accessing the Website, Subdomain URLs and Services.
Your continued use of the Website, Subdomain URLs, API and Services shall be deemed to constitute
your acceptance of these Terms.
NetCube reserves the right, at any time and in its sole discretion, to modify or replace these
Terms. You shall be solely responsible for checking these Terms periodically, to stay abreast of any
changes to the Terms. Your continued access to the Website, use of the Subdomain URLs, API and
Services following the posting of any changes to these Terms shall be subject to the newly modified
Terms.
2.1
Subject to these Terms, NetCube hereby grants you with a limited, non-exclusive,
non-transferable, revocable right to use the Website, Subdomain URLs, Services and API, for the
duration of the Subscription Plan (defined below) you select. All rights not expressly granted
to you hereunder are and shall be reserved by NetCube and its licensors. Should you permit any
third party to use the Services on your behalf, you shall be solely responsible for ensuring
such third party's compliance with these Terms.
2.2
You shall retain all right, title and interest, including all intellectual property rights, in
your data, which shall include but not be limited to any Deliverables (defined below), data,
code, images, information in your User Account (as defined below), parameters, URLs, screenshot
dimensions and all other materials found in your User account pertaining to you and your use of
the Website, Subdomain URLs, Services and API ("User Data"). You hereby grant NetCube the
limited and non-exclusive right to use your User Data, free of charge, to the extent necessary
for NetCube to (i) exercise NetCube's rights under these Terms, and (ii) perform NetCube's
obligations under these Terms.
3.1
NetCube provides you, through the Website and Subdomain URLs, with its proprietary Web-based
Software-as-a-Service (SaaS) platform which enables you to capture and convert web
pages of third party websites into a screenshot image of such web pages (the "Service(s)").
3.2
The Services are provided to you by NetCube through NetCube's cloud-based 'ApiFlash' Application
Programming Interface (API) software (hereinafter referred to collectively as the "API").
3.3
You covenant that you shall not (i) use the Website, Subdomain URLs, API and Services in any
illegal or unlawful manner or for any illegal or unlawful purposes, or (ii) perform any act,
which interferes with or disrupts the API and Services.
3.4
NetCube shall have no obligation to monitor the Services and/or Deliverables. However, NetCube
reserves the right to (i) review and remove any of the Deliverables from your User Account
respectively, in its sole discretion; (ii) terminate your access to the API and Services at any
time, without notice and for any or no reason whatsoever; and (iii) disclose any information as
NetCube deems necessary to satisfy any applicable law, regulation, legal process or governmental
request.
3.5
You agree that when using the Website, Subdomain URLs, API and Services, you will not:
(i)
use any Deliverables, material or information, including images or photographs,
which are made available by NetCube through the Services in any manner that infringes
any copyright, trademark, patent, trade secret, or other proprietary right of any party;
(ii)
upload files which contain viruses, Trojan horses, worms, time bombs, cancel bots,
corrupted files, or any other similar software or programs that may damage the operation
of another's computer or property of another;
(iii)
use the API and Services to capture any screenshots of any material/content considered
to be illegal or harmful;
(iv)
while using the Services, take any screenshot which you know, or reasonably should know,
may not be legally reproduced, displayed, performed, and/or distributed in such manner;
(v)
falsify or delete any copyright management information, such as author attributions,
legal or other proper notices or proprietary designations or labels regarding the origin
or source of software or other material contained in the Deliverable(s), Services or the
Website/Subdomain URLs made available to you;
(vi)
violate any applicable laws or regulations;
(vii)
use the Website, Subdomain URLs, Services or API in any manner that may overburden or
threatens the integrity, performance or availability of the Website, Subdomain URLs,
Services, API as well as all third party screenshotted websites ;
(viii)
create a false identity for the purpose of misleading NetCube or its vendors/suppliers;
(ix)
use, download or otherwise copy, or provide (whether or not for a fee) to a person or
entity any directory of users of the Website, Subdomain URLs, API and Services or other
user or usage information or any portion thereof;
(x)
take any action that imposes an unreasonable or disproportionately large load on the
API infrastructure; and
(xi)
(sub)license or (re-)sell our API and Services.
3.6
Rate Limit & Quota. You acknowledge and agree to (i) not exceed the API rate limit for
the amount of API calls per second, and (ii) track your rate limit and quota from the HTTP
headers or the quota endpoint. If you receive an HTTP 429 response, you shall perform an
exponential back off.
3.7
NetCube shall not be liable for the failure or misconfiguration of any third party website pages
you capture using the API as part of the Services. You shall be solely liable for the
image(s)/screenshot(s) which you choose to capture using the API.
3.8
NetCube may in its sole discretion change, suspend or discontinue any part or all of
the Services.
4.1
You shall solely and exclusively retain all right(s) (including intellectual property rights),
title(s) and interest(s) in/to any and all (i) third party web page screenshots, (ii) content,
data, information, visuals and image(s) contained in the screenshots captured by you, and (iii)
data and information captured, created and extracted by you in any form including in HTML format
while using NetCube's Services and API ("Deliverable(s)"). You acknowledge that NetCube
shall
have no intellectual property rights in/to the Deliverables and as such, you shall defend, hold
harmless and indemnify NetCube and its affiliates (if any) from and against any third party
damages, losses, claims and/or actions which may arise or result from the display, submission
and/or use of the Deliverables by you.
4.2
NetCube does not control or endorse the content, messages or information found in any
Deliverables and strictly forbids you from using the Services to capture inappropriate,
inaccurate, fraudulent or otherwise illegal content, images, material and information.
Therefore, NetCube specifically disclaims any liability with regard to (i) the Deliverables, and
(ii) any third party actions and/or actions resulting from your use of the Website, Subdomain
URLs, Services and API.
4.3
You acknowledge and agree that NetCube may (i) review or screen the Deliverables
and/or data transmitted by you through the API and Services in accordance with these Terms
and/or applicable law; and (ii) store all User Data including the Deliverables for a period of
ninety (30) days solely for the purposes of (a) your retrieval of the Deliverables from cache,
(b) debugging, and/or (c) NetCube providing support to you.
NetCube may provide reasonable support services to you, via the Website chat, email or calls,
aimed at addressing any queries and technical issues you may experience in using the API and
Services. Our support services may include but shall not be limited to (i) instructions on how to
use the Services and API, (ii) solving issues you may experience with the use of the Services and
API, (iii) solving any issues you may have as a result of your incorrect use of the Services and
API, and (iv) providing technical assistance with coding and the API.
6.1
Your use of the API and Services shall be billed on a recurring and periodic basis. NetCube
currently offers you a choice of five (5) subscription plans on the Website that enables you to
use the API and Services ("
Subscription Plan(s)"). Each Subscription Plan includes
restrictions and requirements that outline the features of the Subscription Plan that you will
have access to as well as the applicable fee. The features of each Subscription Plan (as further
detailed on the Website) are as follows:
(i)
Free Subscription Plan which includes 100 screenshots, full page screenshots and
mobile screenshots, etc.
(ii)
Lite Subscription Plan which includes 1,000 screenshots, full page screenshots,
mobile screenshots and CSS injection, etc.
(iii)
Medium Subscription Plan which includes 10,000 screenshots, full page
screenshots, mobile screenshots, CSS and JS injection, etc.
(iv)
Large Subscription Plan which includes 100,000 screenshots, full page
screenshots, mobile screenshots, CSS and JS injection, etc.
(v)
Custom Subscription Plan which provides you with a custom subscription plan
tailored to your needs.
6.2
You will be billed on a recurring and periodic basis ("Billing Cycle"). Billing Cycles
may be set on a monthly or yearly basis.
6.3
At the end of each Billing Cycle, your Subscription Plan will automatically renew under the
exact same conditions unless (i) you cancel your Subscription Plan from your User Account
dashboard, or (ii) NetCube cancels the Subscription Plan, in accordance with these Terms.
6.4
A valid credit card is required to process the payment for your selected paid Subscription Plan.
When you subscribe to a paid Subscription Plan, you shall provide NetCube with your full name,
business name, address, postal code, telephone number, value added tax identity number, and
credit card details. By submitting such payment information, you automatically authorize NetCube
to charge all Subscription Plan fees (owed by you to NetCube) to such credit card of yours.
7.
Subscription Plan Fees
7.1
NetCube may at its sole discretion and at any time, modify the Subscription Plan fees. Any
Subscription Plan fee change will become effective at the end of the then-current Billing Cycle.
NetCube shall provide you with reasonable prior notice of any change in Subscription Plan fees
to give you the opportunity to terminate your Subscription Plan before such change becomes
effective. Your continued use of the Services and API after the Subscription Plan fee change has
come into effect shall constitute your agreement to pay the modified Subscription Plan fee
amount.
7.2
For each Subscription Plan, offered by NetCube on the Website, a specific monthly fee (which
varies according to the Subscription Plan you select) shall apply.
7.3
You shall pay NetCube all fees associated with your selected Subscription Plan on time.
Subscription Plan fee Payments shall be strictly non-refundable.
7.4
You shall provide NetCube with accurate and complete credit card details to ensure a valid
payment method. You warrant that you are authorized to use your chosen credit card as a payment
method. You shall notify NetCube of any changes to your credit card details and invoicing
address.
7.5
By completing the required registration on the Website for a specific Subscription Plan, you
agree to authorize NetCube and/or our third party payment processor Stripe, to charge your
credit card on a recurring monthly basis, until cancellation of the Subscription Plan or until
termination/suspension of these Terms as further provided herein under Section 18, for (i) the
applicable Subscription Plan fee, (ii) any other charges as agreed between the Parties, and
(iii) any and all applicable taxes.
7.6
If NetCube does not receive payment from your verified payment method on the due date, you shall
immediately pay all amounts due to NetCube upon request. Should NetCube be unable to collect all
such outstanding amounts, NetCube may at its sole discretion close and cancel your User Account
and access to the API, Subdomain URLs and Services without any notice to you.
7.7
You agree to notify NetCube of any billing queries and errors within thirty (30) days after
receipt of your invoice. Should you not notify NetCube of any billing queries and/or errors,
this absence of notification on your part shall be deemed to constitute your waiver of your
right to dispute such queries and errors at a later date.
7.8
NetCube does not guarantee that the Subscription Plans offered on the Website, will be offered
indefinitely and reserves the right to change the Subscription Plan fees and to alter the
features and options associated with any particular Subscription Plan.
8.1
Under these Terms, the term "Taxes" shall mean taxes, charges, duties, fees, levies, and
other charges of a governmental authority, including income, withholding, social security,
social contribution, transfer, sales, use, value-added and all other taxes of any kind for which
a Party may have any liability imposed by any governmental authority, whether disputed or not,
any related charges, interest or penalties imposed by any governmental authority, and any
liability for any other person as a transferee or successor by Law, contract or otherwise.
8.2
All fees for the paid Subscription Plans, as illustrated on the Website are inclusive of any and
all Taxes.
8.3
You shall be responsible for the payment of all Taxes associated with the purchase of the
Services and you shall not deduct from the payments due to NetCube, any Taxes, except as is
required by applicable law.
9.
Registration, Password and security
9.1
To be able to use the API, Subdomain URLs and Services, you must register only one (1) user
account on the Website by providing all required information which shall include but not be
limited to your full name, email address, and contact information. An account shall thereafter
be opened by NetCube for you on the Website ("User Account").
9.2
You agree to:
(i)
provide true, accurate, current and complete information about yourself as prompted
by NetCube's registration process on the Website; and
(ii)
maintain and promptly update the information provided during registration to keep it
true, accurate, current, and complete at all times.
9.3
If you provide any information to NetCube that is untrue, inaccurate, outdated, or incomplete,
or if we have reasonable grounds to suspect that such information is untrue, inaccurate,
outdated, or incomplete, we may close your User Account on the Website and deny you the ability
to access and use the Website, Subdomain URLs, API and Services.
9.4
You may indicate, during registration process, to NetCube your choice of User Account's email
and password to be used as login credentials to access your User Account and User Data ("Login
Credentials"). You shall be solely responsible for (i) maintaining the confidentiality of
your Login Credentials and the API keys; and (ii) any and all activities which occur under your
User Account. You agree to notify NetCube immediately of any unauthorized use of your User
Account, API keys or any other breach of security. NetCube shall not be liable for any loss that
you may incur as a result of any third party using/accessing your Login Credentials, your API
keys and/or your User Account either with or without your knowledge. However, you may be held
liable for losses incurred by NetCube due to any third party using your Login Credentials, API
keys and/or User Account. You acknowledge and agree that you may not use the User Account, Login
Credentials and/or API keys of another user registered on the Website without the express
permission of such User Account holder.
9.5
You hereby acknowledge and agree that you (i) may open/register only one (1) User Account
on the Website, and (ii) are not allowed/permitted to hold several User Accounts in your name
(i.e. for the same user), whether you are an individual or a legal entity.
10.
Acceptable Use of the Website and Subdomain URLs
10.1
You may not use the Website and Subdomain URLs to transmit, distribute, store or destroy any
material or information (i) in violation of any applicable law or regulation; (ii) in a manner
that infringes NetCube's Intellectual Property Rights (defined below) or any third party's
intellectual property rights; (iii) in a manner that violates the privacy or other personal
rights of third parties; and/or (iv) that is defamatory, obscene, threatening, abusive or
hateful.
10.2
You shall be prohibited from:
(i)
using any robot, spider, other automatic device or manual process to monitor or copy
any part of the Website;
(ii)
using any device, software or the like to interfere or attempt to interfere with the
proper functioning of the Website, Subdomain URLs, Services and the API;
(iii)
taking any action that imposes an unreasonable or disproportionately large load on
the Website, Subdomain URLs and API;
(iv)
copying, reproducing, altering, modifying, creating derivative works, or publicly
displaying any content from the Website or API without NetCube's prior written consent;
(v)
reverse-assembling, reverse-engineering or otherwise attempting to discover any
source code relating to the Website or API or any tool therein, except to the extent
that such activity is expressly permitted by applicable law notwithstanding this
limitation;
(vi)
attempting to access any area of the Website or API to which access is not authorized;
(vii)
conducting any systematic or automated data collection activities on or in relation
to the Website, including but not limited to data scraping, mining, extraction,
harvesting, framing and article spinning, without NetCube's prior written consent; and
(viii)
using the Website, Subdomain URLs and API to transmit or send unsolicited commercial
and marketing communications for any purpose, without NetCube's prior written consent.
11.
Representations and Warranties
You hereby represent and warrant that your access to the Website, use of the Subdomain URLs, API and
Services will:
(i)
be in accordance with these Terms;
(ii)
comply with all applicable laws and regulations (including, without limitation, all applicable
laws regarding online conduct and acceptable content, privacy, data protection, and the
transmission of technical data exported from France);
(iii)
not be for any unlawful purposes;
(iv)
not entail, imply or give rise to the publication of any illegal content;
(v)
not further any illegal activities;
(vi)
not infringe upon or misappropriate any NetCube's Intellectual Property Rights (defined below)
or any third party's intellectual property rights; and
(vii)
not be used to create, distribute, facilitate or operate in conjunction with malware, spyware,
adware, or other malicious programs or code.
12.
Disclaimer of Warranties
12.1
Unless otherwise provided under these Terms, the Services shall be provided by NetCube to you
"as
is," with all faults, defects, bugs, and errors.
12.2
NETCUBE HEREBY (I) DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE
WEBSITE, SUBDOMAIN URLS, API AND SERVICES; AND (II) MAKES NO WARRANTIES OR GUARANTEES OF ANY
KIND WITH RESPECT TO YOUR USER DATA AND THE DELIVERABLES, INCLUDING ALL WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.
12.3
NETCUBE AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS
ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON
THE WEBSITE, SUBDOMAIN URLS AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE,
SUBDOMAIN URLS AND SERVICES FOR ANY PURPOSE. THE WEBSITE, SUBDOMAIN URLS, SERVICES AND/OR
RELATED GRAPHICS ARE PROVIDED TO YOU BY NETCUBE "AS IS" WITHOUT WARRANTY OF ANY KIND. NETCUBE
AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH
REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER
EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
12.4
YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE, SUBDOMAIN
URLS, API AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND
CHANGES, WHICH ERRORS AND CHANGES MAY BE PERIODICALLY MADE TO THE WEBSITE AND/OR SERVICES
HEREIN.
12.5
NEITHER NETCUBE NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION,
WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITE, SUBDOMAIN URLS,
API AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING
ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE,
SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
12.6
NETCUBE MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
(II) THAT YOUR ACCESS TO OR USE OF THE WEBSITE, SUBDOMAIN URLS, API AND SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE API AND /OR SERVICES
WILL BE CORRECTED, OR (IV) THAT THE API, SUBDOMAIN URLS AND SERVICES OR ANY SERVER THROUGH WHICH
YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
12.7
ANY MATERIAL/INFORMATION DOWNLOADED, CAPTURED, SUBMITTED, CREATED OR OTHERWISE OBTAINED THROUGH
THE USE OF THE WEBSITE, SUBDOMAIN URLS, API AND SERVICES ARE ACCESSED AT YOUR OWN RISK, AND YOU
WILL BE SOLELY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM
THE DOWNLOAD, CAPTURING, SUBMISSION OR CREATION OF ANY SUCH MATERIAL/INFORMATION.
13.
Intellectual Property Rights
13.1
All content, trademarks, data, information, or information contained in any materials, or
documents used in relation to the Website, Subdomain URLs, API and Services, including but not
limited to any and all copyrighted works, databases, text, graphics, icons, designs, logos,
graphics, hyperlinks, domain names, codes, information and agreements ("Materials"),
are the sole and exclusive property of or are licensed to NetCube. You may not reproduce,
distribute or copy the Materials by any means, whether electronically or not, without NetCube's
prior written permission.
13.2
Any and all intellectual property rights in the Materials, Website, Subdomain URLs, API and
Services, including all patents, rights in inventions, rights in designs, trademarks, trade and
business names and all associated goodwill, rights to sue for passing off or for unlawful
competition, copyright, moral rights and related rights, rights in databases, topography rights,
domain names, rights in information (including know how and trade secrets) and all other similar
or equivalent rights existing in the Materials, APIs and Services, now or in the future in any
part of the world, in each case whether registered or unregistered and including all
applications for, and renewals or extensions of, such rights for their full term ("NetCube's
Intellectual Property Right(s)"), vests solely and exclusively in NetCube, its affiliates
(if any), its licensors, or vendors, as the case may be. All rights not expressly granted by
NetCube to you are reserved by NetCube. Save as expressly set out herein, you shall not acquire
any right, title or interest in NetCube's Intellectual Property Rights.
14.1
You agree to indemnify and hold harmless NetCube from and against any liability, demand,
damages, cost, claim or expense arising from a third party claim arising from: (i) your
negligence (ii) your violation of these Terms; (iii) your use or misuse of the Website,
Subdomain URLs, API and/or Service(s); (iii) your infringement of NetCube's Intellectual
Property Rights; (iv) a claim that the User Data, any information contained in the UserData and
the Deliverables infringes, misappropriates or violates any third party's intellectual property
rights.; and/or (v) any activities conducted by you through/on any third party website. NetCube
shall indemnify and hold you harmless from and against any liability or expense arising from a
third party claim based on any Negligence of NetCube. "Negligence" shall mean gross negligence
or intentional misconduct.
14.2
In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i)
promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with
reasonable cooperation and assistance, at the indemnifying Party's expense, to defend such
claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the
defense and settlement of such claim. The indemnified Party shall be entitled to participate in
the defense of such claim and to employ counsel at its own expense to assist in the handling of
such claim. The indemnifying Party must obtain the prior written approval from a duly authorized
signatory of the indemnified Party prior to entering into any settlement affecting the
indemnified Party's rights.
15.
Limitation of Liability
15.1
NETCUBE, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY
THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART
FROM YOUR ACCESS TO THE WEBSITE AND FROM YOUR USE OF THE API, SUBDOMAIN URLS AND SERVICES EVEN
IF NETCUBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2
WHILE NETCUBE TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE, API OR INTERNET
TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, NETCUBE AND ITS AFFILIATES (IF ANY), LICENSORS,
AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS,
OR OTHER BREACHES THAT MAY OCCUR THROUGH YOUR USE OF THE WEBSITE, SUBDOMAIN URLS, API AND
SERVICES.
15.3
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NETCUBE'S (INCLUDING ITS AFFILIATES (IF
ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS)
LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL
TIMES BE LIMITED TO A MAXIMUM OF $100 USD.
NetCube's Privacy Policy, available at https://apiflash.com/privacy_policy,
governs the use, storage and processing of the personal information you may provide to NetCube
through your (i) access to the Website, and/or (ii) use of the Subdomain URLs, API and Services.
Your election to use the Website, Subdomain URLs, API and Services via the Website shall be deemed
to constitute your acceptance of the terms of NetCube's Privacy Policy.
The Website and/or Services may contain links and/or ads to third-party websites or resources. You
acknowledge and agree that NetCube shall not be responsible or liable for: (i) the availability or
accuracy of such websites or resources; or (ii) the content, products or services on or available
from such websites or resources. Links and ads to such websites or resources do not imply any
endorsement by NetCube of such websites or resources or the content, products, or services available
from such websites or resources.
Your communications, interactions or business transactions/dealings with any third party found on or
through the Website and/or the Services, including any such third party's terms,
conditions, warranties or representations associated with such communications, interactions or
business transactions/dealings, shall be solely between you and such third party. You acknowledge
and agree that NetCube shall not be liable for any loss or damage incurred by you as the result of
any communication, interaction, business transaction or other dealings you may have with any third
party found through (i) the Website and/or (ii) your use of the Services.
18.
Term, Suspension and Termination
18.1
These Terms shall come into force on the date you register on the Website and shall continue
until (i) you request NetCube to delete your User Account at any time; (ii) NetCube cancels or
suspends your User Account and access to the Services and API, or (iii) terminated in accordance
with this Section 18.
18.2
NetCube may suspend or temporarily disable access to all or part of the Website, User Account,
Subdomain URLs, API or Services if (i) NetCube suspects you of partaking in any illegal
activity; (ii) NetCube reasonably believes that you have violated these Terms; or (iii)
applicable law enforcement or other government agencies have requested NetCube to suspend or
temporarily disable your access to the Website, Subdomain URLs, API and/or Services.
18.3
If NetCube breaches any of its obligations under these Terms, you may terminate these Terms and
close your User Account. Upon, your termination of these Terms and closing of your User Account,
NetCube shall (i) block your use of the Website, Subdomain URLs, API and Services, (ii) delete
all of User Data and information associated with your User Account, including but not limited to
your full name, address, contact information, email address and password, and (iii) delete all
of your data in your User Account.
18.4
Upon the cancellation of your non-renewed Subscription Plan or the suspension or termination of
these Terms, you shall cease using the Website, Subdomain URLs, API and Services.
19.
Personal and Business Use Limitation
19.1
Unless otherwise specified, the Website, Subdomain URLs, API and Services are provided by
NetCube for your personal and business uses only, and you may not use the Website, Subdomain
URLs, API and Services for any other purposes. Except as expressly permitted by these Terms, you
may not modify, copy, distribute, transmit, display, perform, reproduce, publish, (sub-)license,
create derivative works from, (re-)sell or transfer the API and/or Services which are provided
to you by NetCube.
19.2
NetCube reserves the right to suspend or restrict your access to the Website and/or API in
general, to specific pages of the Website and/or to certain functionalities of the Website
and/or API. We may, for example, suspend your access to the Website and/or API during server
maintenance or when we update the Website and/or API. You may not circumvent or bypass, or
attempt to circumvent or bypass, any access restriction measures on the Website and/or API.
Each Party shall comply with all applicable laws relating to the Services, keep records
evidencing its compliance, on the other Party's reasonable request, provide these records
of compliance to the other Party, and notify the other Party if it becomes aware of
any non-compliance in connection with these Terms.
If any dispute or difference shall arise between the Parties as to the meaning or application of
these Terms, the rights or liabilities of the Parties or otherwise in relation to these Terms, then
(without prejudice to any other express or implied rights or powers) the dispute or difference
("Dispute") shall be determined as follows:
(i)
A Party must not commence arbitration or court proceedings (except proceedings seeking
interlocutory relief) relating to a Dispute arising under these Terms unless it has
complied with this Section 21.
(ii)
A Party claiming that a Dispute has arisen under these Terms must give the other Party written
notice of the particulars of the Dispute.
(iii)
In the event of a Dispute, difference or claim between the Parties hereto, arising out of the
use of the Website, Subdomain URLs, API or Services; or in any way relating to these Terms, or
any term, condition or provision herein mentioned or the construction or interpretation thereof
or otherwise in relation hereto, the Parties shall first endeavor to settle such difference,
dispute, claim or question by mutual discussion, failing which the same shall be referred to
arbitration, or any statutory modification or re-enactment thereof for the time being in force.
Each Party may nominate an arbitrator from the ICC (defined below) and the two appointed
arbitrators shall nominate a third arbitrator. The panel of three arbitrators may conduct the
arbitration proceedings. The place of arbitration shall be Paris, France and any award whether
interim or final, shall be made, and shall be deemed for all purposes between the Parties to be
made, in Paris, France. The procedural law of the arbitration shall be French law.
The award of the arbitrator shall be final and conclusive and binding upon the
Parties.
22.
Governing Law & Jurisdiction
These Terms, and any dispute or claim arising out of or in connection with it or its subject matter
or formation (including non-contractual disputes or claims), shall be governed by, and construed in
accordance with the laws of France. You agree that in respect of any dispute arising upon, over or
in respect of any of the terms and conditions of these Terms, only the International Chamber of
Commerce ("ICC") shall have jurisdiction to try and adjudicate such dispute to the
exclusion of the court system of Paris, France.
23.1
Non-Exclusivity. The Parties' respective obligations under these Terms
are non-exclusive and nothing herein is intended to restrict you from accessing, purchasing,
selling or using any other third party's products or services, even if such products or
services are similar to the API and Services provided by NetCube through the Website and
Subdomain URLs.
Nothing herein is intended to limit NetCube's right to provide the Service to
other registered users, even if such users compete with you.
23.2
Severability. If any of the provisions or portions of these Terms are held to
be invalid under any applicable statute or rule of law, they are to that extent deemed to be
omitted from these Terms without in any way invalidating or impairing the other provisions of
these Terms.
23.3
No Waiver. A Party's failure or delay in enforcing any provision of
these Terms will not operate as a waiver of the right to enforce that provision or any other
provision of these Terms at any time. A waiver of any provision of these Terms shall be in
writing, specify the provision to be waived and signed/executed by the party agreeing to the
waiver.
23.4
Notices. Except as otherwise provided under these Terms, any notice required
or permitted to be given will be effective only if it is in writing and sent by certified mail,
registered mail, courier or to
contact@apiflash.com.
23.5
Entire Agreement. These Terms represent the entire agreement between the
Parties relating to the subject matter hereof. These Terms alone fully and completely expresses
the agreement of the Parties relating to the subject matter hereof. There are no other courses
of dealing, understanding, agreements, representations or warranties, written or oral, except as
set forth herein.
Should you have any questions concerning these Terms, the API and/or Services, you may contact
NetCube via:
(i)
chat on the Website, and/or
Effective Date of Terms: May 13, 2020.