Convious APIs Terms of Service
Last modified: January 16, 2020
Thank you for using Convious's APIs, other developer services, and associated software (collectively, "APIs"). By accessing or using our APIs, you are agreeing to the terms below. If you use the APIs as an interface to, or in conjunction with other Convious products or services, then the terms for those other products or services also apply. In the event of any conflict between the Convious Contract and these or other Terms of Service, the Convious Contract will prevail. If there is a conflict between these terms and additional terms applicable to a given API, the additional terms will control for that conflict.
Collectively, we refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable terms of service, policies and guidelines as amended from time-to-time of Convious as the "Terms." You agree to comply with the Terms and that the Terms together with the Convious Contract, the Convious Terms of Service and the Convious Data Processing Agreement form your entire agreement with Convious. So please read all the Terms carefully.
Under the Terms, "Convious" means Kwyck B.V., with office at Rokin 54, 1012 KV Amsterdam, unless set forth otherwise in additional terms applicable for a given API. We may refer to "Convious" as "we", "our", or "us" in the Terms.
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 Convious, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the Netherlands 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).
In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to Convious will always be accurate and up to date and you'll inform us promptly of any updates.
d. Google Analytics
You are obliged to give Convious access to your Google Analytics account. The email address where Convious needs to get access with is firstname.lastname@example.org.
Section 2: Using Our APIs
a. Right to use the software
Convious hereby grants you the non-exclusive, non-transferable, non-sublicensable and non-pledge able right to use the Software strictly for its own use for the agreed website for the term of this agreement. The right of use is limited to the object code of the Software and does not pertain to the source code. The source code is not made available to you, not even if you wish to pay a fee for this.
b. Your End Users
You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
c. Compliance with Law, Third Party Rights, and Other Convious Terms of Service
You will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or 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 Convious.
d. Permitted Access
You will only access (or attempt to access) an API by the means described in the documentation of that API. If Convious assigns you developer credentials (e.g. client IDs), 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 or developer accounts.
e. API Limitations
Convious sets and enforces limits on 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), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Convious’ express consent (and Convious may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the relevant Convious API team for information.
f. Open Source Software
Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Convious for the applicable open source software.
g. Communication with Convious
We may send you certain communications in connection with your use of the APIs. Please review the applicable API documentation for information about opting out of certain types of communication.
If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.
During the term of the agreement, Convious will perform maintenance on the Software and will automatically implement modifications of and improvements on the Software. You are required to immediately report any problems with the Software to Convious and to provide Convious information that is necessary to correct any errors. Maintenance or modifications of the Software may also entail changes in respect of existing functionalities.
Without prior notice, Convious is entitled to take the Software temporarily offline or limit the use of the Software in as far as this is reasonably required to maintain or modify the Software. In such cases, you are not entitled to any damages or compensation.
Section 3: Your API Clients (Convious Analytics API)
a. API Clients and Monitoring
The APIs are designed to help you enhance your websites and applications ("API Client(s)"). YOU AGREE THAT CONVIOUS MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE CONVIOUS PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Convious accessing and using your API Client, for example to identify security issues that could affect Convious or its users. You will not interfere with this monitoring. Convious may use any technical means to overcome such interference. Convious 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.
You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information ("PII"), 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.
Convious 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. User Privacy and API Clients
You agree that all data collected by Convious through the APIs shall be owned by and may be used by Convious in anonymous form for the improvement of the products and services of Convious.
Section 4: Your Responsibilities
You must render all assistance that is required for the proper settlement of the sale to end users by means of the Software in a timely fashion. This includes but is not limited to:
making all information available that is related to the sale in a timely fashion, especially information regarding the use of dynamic pricing;
ensuring that end users are clearly informed of the fact that they are entering into an agreement with you regarding the sale and that the end user agrees to the Convious terms of service in force at that time.
Section 5: Prohibitions and Confidentiality
a. API Prohibitions
When using the APIs, you may not (or allow those acting on your behalf to):
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.
Perform an action with the intent of introducing to Convious products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
Defame, abuse, harass, stalk, or threaten others.
Interfere with or disrupt the APIs or the servers or networks providing the APIs.
Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
Remove, obscure, or alter any Convious terms of service or any links to or notices of those terms.
b. Confidential Matters
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.
Our communications to you and our APIs may contain Convious confidential information. Convious 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 Convious’ prior written consent. Convious 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 Convious 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.
Each of the parties undertakes not to disclose any confidential information regarding this agreement unless (i) this is required by or pursuant to the law or at the instructions of a competent authority, or (ii) this disclosure is made to a professional advisor subject to identical confidentiality obligations and only in as far as this is done for legitimate purposes, or (iii) the information in question is already in the public domain or is published on the effective date of this agreement or at any time thereafter, without any unlawful conduct on the part of any person or if this person reasonably could have known that disclosure of such information is unlawful.
Section 6: Content
a. Content Accessible Through our APIs
Our APIs contain some third party content (such as text, images, videos, audio, or software). 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. Finally, 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, and policy.
b. Submission of Content
Some of our APIs allow the submission of content. Convious 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 Convious to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable Convious privacy policies, you give Convious a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the 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 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. Data Portability
Convious supports data portability. For as long as you use or store any 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 Convious 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.
e. 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:
Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
Misrepresent the source or ownership; or
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 7: Brand Features; Attribution; Promotion
"Brand Features" means 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. All use by you of Convious’ Brand Features (including any goodwill associated therewith) will inure to the benefit of Convious.
to show to the public you are using a Convious API;
to display any attribution(s) required by Convious as described in the documentation for the API (for which Convious hereby grants you a non-transferable, non-sublicensable and non-exclusive license for the duration of this agreement);
to use the Convious Brand Features in accordance with the Terms and only for the purpose of fulfilling your obligations under this Section;
that Convious has the sole discretion to determine whether your attribution(s) and use of Convious’ Brand Features are in accordance with our guidelines
to not make any statement regarding your use of an API which suggests sponsorship by, or endorsement by Convious without Convious’ prior written approval; and
Convious 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 hereby grant us all necessary rights for these purposes.
Section 9: Fees and Costs
Each month, in the first week of the next month, Convious will send you a monthly statement containing the amount due and the payment date.
During the term of the agreement, you are not permitted to take the Software offline without consulting with and obtaining approval from Convious. Convious charges EUR 200.00 excluding VAT per day for each day that the Software has been offline without Convious’ approval.
Section 10: Termination
a. Interim Termination
The agreement can be terminated subject to a notice period of 1 (one) month prior to the end of the original or extended term. If no written notice of termination is issued, the agreement is automatically renewed for the period of 12 (twelve) months.
The parties can terminate this agreement with immediate effect by registered letter in one of the following events:
if the other party is in default in fulfilling its obligations under this agreement and failed to remedy this default after receiving a written notice of default setting a reasonable term;
if the other party is declared insolvent, applies for a suspension of payments, or is dissolved or liquidated;
if you substantially change or cease your business.
If one of the events mentioned above occurs, Convious’ claims against you will be immediately due and payable in full. In addition, you are no longer entitled to use the Software.
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 Convious Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 5.
If you have already received performances in implementation of the agreement at the time of termination, these performances and the related payment obligations will not be the subject of any cancellation, unless you are in default in respect of those performances. Amounts accounted before the dissolution in connection with work or deliveries that you already performed in implementation of the agreement continue to be fully payable subject to the provision of the previous sentence and will become immediately due and payable at the time of termination. The above applies mutatis mutandis to performances and deliveries that have not yet been invoiced.
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, including but not limited to: Sections 4b, 5, 8, 9, and 10. Rights and obligations from the agreement that by their nature are destined to continue will continue in full force and effect after termination of the agreement.
Section 11: Liability for our APIs
EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER CONVIOUS 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
Convious only accepts best effort obligations and never any obligation for a specific result. Convious does not guarantee that the Software will operate error free and without interruption.
WHEN PERMITTED BY LAW, CONVIOUS, AND CONVIOUS’ SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CONVIOUS, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
IN ALL CASES, CONVIOUS, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Without prejudice to the other exonerations included in this agreement, any liability of Convious to you on account of culpable failures or any other cause is limited to the amount that Convious’ liability insurer pays in that specific case, plus the amount of the excess.
Except in the event of intent or wilful recklessness, any claim for compensation against Convious will become null and void through the mere passage of six (6) calendar months after you discovered the damage or reasonably should have discovered the damage.
Without prejudice to the above, Convious will not be liable for any damage:
that is caused by third parties who are involved in the performance of an agreement, unless Convious has involved this third party in the agreement and you demonstrates that Convious did not act with due care in choosing the third party;
that is the result of incorrect orf incomplete information that you supplied to Convious;
that is the result of corruption or loss of information during the transmission of information;
that occurs because third parties obtain unauthorized access to information regarding the agreement or you.
Unless prohibited by applicable law, if you are a business, you will defend and indemnify Convious, 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:
your misuse or your end user's misuse of the APIs;
your violation or your end user's violation of the Terms; or
any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.
You indemnifies Convious against third party claims on account of damage that occurred in the performance of the agreement for you, for which Convious is not liable by virtue of the provisions of this article.
Without prejudice to the above, conditions that limit, exclude or determine liability that third parties can invoke against Convious can also be invoked against you by Convious. If and in as far as Convious used third parties in performing the agreement, you can never exercise more rights in respect of Convious than Convious can exercise in respect of the third parties in question.
Section 12: General Provisions
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, and/or in the Convious developer documentation. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. 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. 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 Convious does not take action right away, this does not mean that Convious 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 Convious relating to its subject and supersede any prior or contemporaneous agreements on that subject. For information about how to contact Convious, please visit our contact page.
If one or more provisions of this agreement are invalid, in breach of the law or unenforceable, this is without prejudice to the validity of the other provisions. The parties will negotiate with one another to agree upon a new provision to replace the invalid or unenforceable provision, which maintains the purport of the invalid or unenforceable provision to the extent possible.
c. Transfer of rights
The parties are not entitled to transfer all or part of the rights and obligations resulting from this agreement to third parties, to contribute the same to another company or to encumber these without prior written consent from the other party.
e. Intellectual property rights
Nothing from this agreement may be considered to be a transfer of (intellectual) property rights to you. All intellectual and industrial property rights to the Software are held exclusively by Convious and/or its licensors.
Section 13: Force majeure
Unless this agreement stipulates otherwise, with the exception of payment obligations (that have already become due and payable), the parties are not liable for any failure in the fulfilment of their obligations under this agreement if the default or any delay in the performance of this agreement can be attributed to force majeure. Force majeure includes any event or circumstance that cannot reasonably be attributed to a party, which temporarily or permanently, fully or partially, prevents the proper fulfilment of the obligations under this agreement by this party, other than payment obligations (that have already become due and payable).
Section 14: Disputes and applicable law
This agreement and all (legal) transactions resulting from this agreement are governed by Dutch law. In the event of disputes, the competent court in Amsterdam has exclusive jurisdiction over the dispute.