Reorg API Services Terms

Last Updated: 29 July 2022

1. These terms (“API Services Terms) apply to any API services that may be made available to You by Reorg (“API Services”). The API Services shall be Services as defined in the User Agreement, Terms of Use or other applicable agreement(s) governing Your use of Reorg’s Platform or Services (referred to as the “Agreement” herein) and are subject to the terms of the Agreement, except as expressly modified or supplemented by these API Services Terms.

2. Subject to Your compliance with these API Services Terms, Reorg grants You and if applicable under the Agreement Your Authorized Users, a non-exclusive, limited, personal, non-sublicensable, non-transferable right and license to internally access and use the API Services during Your applicable subscription term or during the term of Your trial access in the case of Trial Users, for your internal business purposes, only as provided herein.

3. As between the parties, Reorg retains all right, title, and interest in and to the API Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Reorg for the purposes of the API Services, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth herein.

4. You shall not (and shall not permit any third party to) directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the API Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the API Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the API Services; (iv) use the API Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the API Services or any portion thereof; (vi) use the API Services to build an application or product that is competitive with any Reorg product or service; (vii) interfere or attempt to interfere with the proper working of the API Services or any activities conducted on the API Services; or (viii) bypass any measures Reorg may use to prevent or restrict access to the API Services (or other accounts, computer systems or networks connected to the API Services). You are responsible for all of Your activity in connection with the API Services. You shall defend Reorg against any claim, demand, suit, or proceeding brought against Reorg by a third party arising in connection with Your use of the API Services in violation of these API Services Terms or the Agreement and indemnify Reorg from any damages, attorneys’ fees, and costs arising from or relating to any of the foregoing.

5. The API Services are provided “as is” and “as available” and are without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade, or course of dealing, all of which are expressly disclaimed.

6. In no event shall Reorg, orits subsidiaries, affiliates, shareholders, members, directors, officers, employees, agents, representatives, licensors, successors, and assigns be liable under negligence, tort, contract, strict liability or any other theory of liability with respect to the API Services for any (i) bugs, viruses, trojan horses, or the like or (ii) lost profits, lost savings, lost revenues, lost business, data loss or indirect, consequential, special, incidental, punitive, or exemplary loss or damages (however arising).

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