Api Terms and Acceptance
1. Introduction
When you use our platform you are entering into a legal agreement and you agree to all of these terms.
As a user of Refinery Calc's software and website, you are agreeing to our Terms of Use, Privacy Policy, EULA, Disclaimer and our Refund Policy - these terms are additional agreements with Refinery Calc relating specifically to your use of our APIs.
1.1 About Us and These API Terms of Use
You agree that by using the Refinery Calc software platform, you are agreeing to enter into a legally binding contract with Refinery Calculator Inc. "Refinery Calc"
By using Refinery Calc software application, website, dashboards or product or service you acknowledge that you are currently a paid subscriber of Refinery Calc, currently have a paid reoccurring monthly API Service and Storage Subscription and are in good standing and have understood and agree to be bound by these Refinery Calc API Terms of Use (the "Terms").
These Terms govern your use of our APIs. If you have executed another agreement with us related to your use of our APIs, then those terms would control your use of our APIs.
1.2 Scope and Intent
Refinery Calc makes APIs available to developers as follows:
(1) "Self-Serve API Program" where you can utilize Refinery Calc's APIs that are available to you immediately upon registration for an API key on our website at https://www.refinerycalc.com/apikeys for paid subscribers only.
In addition to compliance with these Terms, your use of our APIs and Content must comply with the Developer Documentation that we provide to you at https://api.refinerycalc.com/swagger/index.html
1.3 Developer Documentation
Your use of any of our APIs and display of Content in your Application must comply with the technical documentation, usage guidelines, call volume limits, and other documentation maintained at the Developer Site or otherwise made available to you (together, the "Developer Documentation", which are expressly incorporated into these Terms by reference). "Content" means any data or content from our Services or accessed via the APIs. "Services" means Refinerycalc.com, refinery calc dashboards and data, or other communications and services and technology related thereto.
In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.
You may use the self-serve APIs if your Application follows these Terms, the Developer Documentation, and is designed to help Members be more productive and successful.
You may not use the APIs if your Application: exceeds a reasonable amount of API calls; relies fundamentally on the APIs; or is used for hiring, marketing, selling, or learning.
1.4 Self-Serve API Program Eligibility Criteria
In addition to your compliance with the other requirements and obligations set forth in these Terms, you may participate in the Self-Serve API Program and display Content retrieved via the applicable APIs in your Application if:
1. you are developing an Application for your company under a paid license and active subscription ("Members")
2. your Application is NOT expected to have more than the total number of licenses your company paid for. Example: If your subscription enables or provides for 4 Refinery Calc licenses then your application can not be used by more than 4 persons who must also currently have a paid Refinery Calc subscription
3. your Application DOES NOT make more than 1000 hourly calls to an API
4. your Application DOES NOT rely on access to the APIs as a fundamental aspect of your business.
5. your Application DOES NOT provide information from Refinery Calc to the general public or for anyone outside of your organization that would compete with Refinery Calc's products or services
6. your Application DOES NOT run the "Run Simulation end point"; the number of runs per minute can not exceed one per minute
To access the APIs you must sign-in to Refinery Calc, and register an API.
We may use the information you share with Refinery Calc for various purposes as described in these Terms.
2.1 Application Registration
To begin using the APIs, you must first sign-in to Refinery Calc using your personal or corporate Refinery Calc account username and password, and then access Account where you'll find the API weblink and then following the instructions provided thereafter. Both the Application registration and your Member account must contain accurate and up-to-date information at all times, including your current title, company, and e-mail address.
Once you have successfully registered an API and met the other requirements for a particular API, you will be given the necessary credentials to access that API.
All activities that occur using those access credentials are your responsibility.
2.2 Access Credentials
Once you have successfully create an API and met the other requirements for a particular API, you will be given Access Credentials for your Application. "Access Credentials" means the necessary security keys, secrets, tokens, and other credentials to access the applicable APIs. The Access Credentials enable us to associate your API activity with your Application and the Members using it. All activities that occur using your Access Credentials are your responsibility. Keep your Access Credentials secret. Do not sell, share, transfer, or sublicense them to any other party other than your employees or independent contractors in accordance with Section 3.1 below. Do not try to circumvent them and do not require your users to obtain their own Access Credentials to use your Application (for example, in an attempt to circumvent call limits).
If you agree to and follow these Terms, you are permitted to use our APIs in connection with your Application.
2.4 API License
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable (except to independent contractors so they may host, develop, test, operate, modify or support your Application in accordance with Section 3.1), non-transferable, non-assignable license under Refinery Calc's intellectual property rights during the Duration (as defined in Section 11.1, below) (a) to use the APIs to develop, test, operate and support your Application; (b) to distribute or allow access to your integration of the APIs within your Application to end users of your Application; and (c) to display the Content accessed through the APIs within your Application.
You have no right to distribute or allow access to the stand-alone APIs.
3. Use of APIs and Refinery Calc's Content
You must not:
a. Harm Members;
b. Provide the APIs or Access Credentials to unauthorized personnel;
c. Impersonate or misrepresent a Member;
d. Use the APIs or Content for illegal purposes;
e. Remove any proprietary notices from our materials;
f. Use more Content than your Application needs;
g. Distribute Content to anybody other than your Application's users;
h. Use the Content for any other purpose other than for your users to use in your Application that are within your company or organization;
i. Use data from the APIs or Services for advertising or mass messaging;
j. Express or imply that your Application or your use of Content is sponsored by Refinery Calc unless written permission is provided by Refinery Calc;
k. Use the APIs in an abusive way;
l. Disrupt or interfere with Refinery Calc's Services or our systems;
m. Obfuscate Refinery Calc's elements from your users;
n. Proxy Refinery Calc usernames or passwords;
o. Modify any of our materials;
p. Use Content for credit scoring or other rating purposes;
q. Use Content to facilitate bias;
r. Use Content to facilitate government surveillance;
s. Exceed API call limits;
t. Allow access to the standalone APIs;
u. Combine any Content retrieved via the APIs with other Refinery Calc content;
v. Attempt to re-identify anonymized data;
w. Access a Member's network without their permission;
x. Permit a Member to share their network through your Application; or
y. Scrape Content from the Services.
3.1 General Restrictions
In addition to the other terms and conditions in these Terms, except as expressly set forth herein, you agree not to do the following:
a. Implement features or business practices, or use the APIs or Content in a way that may harm the professional reputation, relationships or professional ecosystem of Members;
b. Disclose or provide the APIs or Access Credentials to any person or entity other than to your employees or independent contractors, provided (1) such employees or independent contractors enter into an agreement with you at least as protective of Refinery Calc's rights as this Agreement, and (2) you hereby agree to be responsible for, and liable to Refinery Calc for, any breaches of such agreements by such employees or independent contractors;
c. Request or publish information impersonating a Member, misrepresent any user or other third party in requesting information or allow any third party, including other Members, to see information obtained from another Member's network or through another Member's view of the Services or Content;
d. Use the APIs or Content for any illegal purposes, or in any manner which would violate these Terms, or breach any laws or regulations regarding privacy or data protection, or violate the rights of third parties or expose Refinery Calc or its users to legal liability;
e. Remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including, but not limited to, the APIs, the Developer Documentation, and the Content;
f. Obtain, display or use more Content than is minimally required by the Application;
g. Sell, lease, share (with the exception of making the Content available to users through the Application), transfer, sublicense or otherwise make available any Content, directly or indirectly, to any third party (e.g. you may not sell access to an aggregated collection of Member profiles or the most relevant Members for a position), including, but not limited to, any data broker, ad network, ad exchange, or other advertising monetization-related party;
h. Use the Content for any other purpose other than to allow your users to use the Content in your Application;
i. Use any Content in any advertisements or for purposes of targeting advertisements specifically to any individual user (whether such advertisements appear in the Application or elsewhere), or to generate mass messages, promotions or offers;
j. Make any statements or use any API or Content in a manner that expresses or implies that you, your Application or your use of the Content is sponsored or endorsed by Refinery Calc (e.g., you must not state or in any way imply that Refinery Calc has "verified" or "confirmed" the veracity of any data or information);
k. Use any API in any manner that, as determined by Refinery Calc in its reasonable discretion, constitutes abusive usage;
l. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of any API;
m. Obfuscate or hide your deployment or use of any Refinery Calc buttons, sign-in functionality, consent or authorization flows from your users;
n. Provide functionality that proxies, requests or collects Refinery Calc usernames or passwords;
o. Copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify any API, Access Credential, Content, Services, Refinery Calc Brand Features or other information or service from Refinery Calc, through automated or other means;
p. Use Content as an input to reports or scores that could be used for the purposes of determining eligibility for credit, insurance, employment or other business purposes, unless otherwise expressly permitted by Refinery Calc, in writing, under separate terms;
q. Use Content in any manner that facilitates bias or discriminatory practices, including data "redlining," whether intentional or inadvertent, based on any sensitive or legally protected categories or characteristics;
r. Use Content in any manner that facilitates government surveillance (either directly or as a contractor for a government entity);
s. Try to exceed or circumvent limitations on API calls and use. This includes creating multiple Applications for identical, or largely similar, usage;
t. Distribute or allow third parties access to any stand-alone API;
u. Combine any Content with any other Refinery Calc content (including content obtained through scraping, crawling, spidering or any other technology or software used to access Refinery Calc content). This includes acquiring such Refinery Calc content from third parties;
v. Attempt to re-identify any de-identified or anonymized data;
w. Access a Member's network through your Application without their express permission;
x. Permit a Member to share their networks or data about their networks to anyone else through your Application; or
y. Access, store, display, or facilitate the transfer of any Refinery Calc content obtained through the following methods: scraping, crawling, spidering or using any other technology or software to access Refinery Calc content outside the APIs (such content, collectively, "Non-Official Content"). This restriction applies (1) whether the Non-Official Content was obtained directly or indirectly through a third party, such as a customer or third party developer, and (2) whether or not the Non-Official Content is stored or displayed in the Application or some other resource, product or service.
a. Include inappropriate content in your Application; or
b. Commingle Content with third party data.
3.2 Excluded Uses of the APIs
In addition to the other terms and conditions in these Terms, you must never do any of the following under these Terms:
a. Use the APIs in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation; or
b. Use the APIs to retrieve Content that is then aggregated with third party data in such a way that an end user cannot attribute the Content to Refinery Calc (i.e., aggregated search results).
You may not store any Content, except in the specific circumstances outlined.
4.1 No Storing Any Content
You must not capture, copy or store any Content or any information expressed by the Content (such as hashed or transformed data), except to the extent permitted by these Terms.
You must store all Content in a manner which enables you to identify, segregate and selectively delete such Content. The Content must not be stored in a data repository that would enable any third party access (other than the customer or Member to which it relates).
You must immediately delete all Content if we terminate your use of the APIs for breach of these Terms, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
5. Don't Harm or Trick Members
Your Application must include your own user agreement and privacy policy which are readily available to your users.
If your Application requests data from Members, you will tell them what data is being collected and how it's used.
If your Application is an enterprise application, you will enter into separate agreements with your users.
5.1 Your User Agreement and Privacy Policy
Your Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where members download or access your Application. Your privacy practices must meet applicable legal standards and accurately disclose the collection, use, storage and sharing of data.
You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Members. Your privacy policy must be at least as stringent and user-friendly as Refinery Calc's.
You must tell Members what information your Application collects and how it's used.
5.2 Refinery Calc Member Consent
Before obtaining information from Members, you must obtain their legally valid consent which, at a minimum, shall include: (a) how their data will be used, (b) when it will be collected (e.g., will the Application pull a Member's Profile Data more than once); and (c) how a user can withdraw their consent. The consent must be freely given (in accordance with applicable law) and given by a statement or a clear affirmative action. When a particular Member's Member Token and OAuth Access Token expires, you must obtain that Member's consent again in order to continue to collect and store their data.
Each party grants to the other a limited right to use its brands to promote or advertise your Application's integration of the APIs.
6.1 Brand Features License and Publicity Rights
Subject to these Terms we grant you a limited, non-exclusive, non-assignable, non-sublicenseable, and non-transferable license during the Duration to display Our Brand Features within the Application and to accurately promote or advertise your integration of the APIs in your Application. "Our Brand Features" means any trade names, trademarks, service marks, logos and domain names that Refinery Calc makes available to you.
You agree not to display Our Brand Features (a) in any way that violates applicable law, including laws regarding libel, slander, obscenity and infringement or (b) in any way that is misleading, implies that your Application is approved, created or endorsed by Refinery Calc (or otherwise embellishing your relationship with Refinery Calc) or in a way that is otherwise objectionable to Refinery Calc in its sole discretion. If you are planning any formal, proactive press outreach, you will submit the content (press release, blog post, etc.) to us for prior written approval (email acceptable), unless expressly allowed in our branding guidelines (please contact us for a copy). Any good will in Our Brand Features resulting from your use will inure solely to Refinery Calc.
You grant us a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license during the Duration to display your trade names, trademarks, service marks, logos and domain names (collectively, "Your Brand Features") to promote or advertise your use of the APIs in your Application. Any good will in Your Brand Features resulting from our use will inure solely to you.
We may, without your consent, publicly refer to you, orally or in writing, as a licensee of the APIs and/or user of the Content. We may also publish your name and logo (with or without a link to your Application) on our Services, in press releases, and in promotional materials without additional consent or notice to you.
Your systems must be configured to securely operate your Application and store Content.
You will complete Refinery Calc's security questionnaire upon request.
You must notify Refinery Calc of any security incident that may affect Refinery Calc or its Members and you will work with Refinery Calc to remediate any security incident.
7.1 Security Measures
a. Requirement for Security Measures. Your network, operating system and the software of your web servers, databases, and computer systems (collectively, "Systems") must be properly configured to securely operate your Application and process Content.
b. Security Questionnaire. If requested, you must complete Refinery Calc's security questionnaire (which Refinery Calc will provide to you upon request).
c. Security Breach. You must promptly report any security deficiencies in, or intrusions to, your Systems that you discover (or are reported publicly or to you) to Refinery Calc in writing via email to technicalsupport@refinerycalc.com if such intrusions could reasonably be expected to affect the Content, Refinery Calc or its Members in any way. You will work with Refinery Calc to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders. In the event of any security deficiency or intrusion involving the Application, APIs or Content, you will make no public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Refinery Calc in each instance.
We may restrict access to the APIs or perform an audit of your Application if you fail to provide adequate information and materials (including up to two full-featured instances of your Application) to verify your compliance with these Terms.
Refinery Calc may monitor any API activity from its own systems.
7.2 Monitoring
You will provide us with up to two full-feature client account-level instances to access your Application (and/or other materials relating to your use of the APIs and/or the Content) as reasonably requested by us to verify your compliance with these Terms (including, in particular, your security and privacy obligations under these Terms).
You also agree to assist Refinery Calc in verifying your compliance with these Terms by providing us with information about your Application and storage of Content, which may include access to your Application and other materials or Systems related to your use of the APIs. If you do not demonstrate full compliance with these Terms, as determined in our sole discretion, we may restrict or terminate your access to the APIs.
You acknowledge that Refinery Calc may monitor any API activity from its own systems for the purpose of ensuring quality, improving Refinery Calc's products and Services, and ensuring compliance with these Terms. You must not interfere or attempt to interfere with such monitoring or otherwise obscure from Refinery Calc your API activity. Refinery Calc may use any technical means to overcome such interference.
8. Rights Refinery Calc Reserves
Although we make reasonable efforts to support the APIs, we have no obligation to do so. We have no obligation to provide any training or support to our customers.
If we change any of the APIs in the future, your continued use implies that you agree to any changes made.
8.1 Support and Updates
We may provide you with support for the APIs in our sole discretion and we may stop providing support to you at any time without notice or liability to you. We are not obliged to provide any training, support or technical assistance for the Application, the Content, or the APIs directly to your Application users and you agree to communicate to your Application users that you (and not Refinery Calc) are responsible for any such support.
We may modify or release subsequent versions of the APIs and require that you use those subsequent versions. Unless we release a new version of the APIs for security or legal reasons, you will have a reasonable amount of notice (as determined by us), to migrate to subsequent versions of the APIs. You acknowledge that once Refinery Calc releases a subsequent version of an API, the prior version of such API may stop working at any time or may no longer work in the same manner. Your continued use of the APIs following a subsequent release will be deemed your acceptance of modifications.
Each party bears its own costs in conjunction with the Terms.
8.2 Costs and Fees
The APIs are currently provided as part of your paid subscription and monthly service and storage subscription, but Refinery Calc reserves the right to increase or augment fees for APIs in the future. If we do charge a fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use the APIs.
Each party will bear its own costs and expenses in performing its obligations under these Terms.
You may not charge your Application users incremental fees for access to our Content or APIs.
These Terms do not prevent either party from developing something similar to the other's applications or services.
8.3 Independent Development
Each party acknowledges that the other party may be independently creating applications, content and other products or services that may be similar to or competitive with those of the other party and nothing in these Terms will be construed as restricting or preventing each party from creating and fully exploiting such applications, content and other items, without any obligations to the other party.
We own the APIs, Content, Services and brand
You own your Application and brand.
9.1 All Rights Reserved
As between the parties, we own all rights, title, and interest in and to the (a) APIs, and all elements, components, and executables of the APIs, (b) Content; (c) Services; and (d) Our Brand Features (clauses (a)-(d) collectively, the "Refinery CAlc Materials"), and, subject to the foregoing, you own all rights, title, and interest in and to the Application and Your Brand Features. Except to the limited extent expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party under these Terms. All rights not expressly granted in these Terms are withheld.
Either party is free to use suggestions or feedback that is provided by the other party.
9.2 Feedback
Either party may from time to time elect, in its sole discretion, to provide suggestions, comments, improvements, ideas or other feedback to the other party related to the other party's products and services ("Feedback"). Feedback is provided on an "as is" basis with no warranties of any kind and the receiving party will have a royalty-free, worldwide, sublicenseable, transferable, non-exclusive, perpetual and irrevocable right and license to use Feedback. Each party agrees not to provide Feedback that it knows is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
10. Follow the Law and These Terms
You represent that your Application will not violate any third party rights or any law.
10.1 Legal Compliance
You represent and warrant to Refinery Calc that: (a) you have the right to use, reproduce, transmit, publicly display, publicly perform, and distribute your Application (excluding Refinery Calc Materials); (b) use of your Application by Refinery Calc and its Members in accordance with the Application's terms of use will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws; and (c) you will comply with all applicable local, state, federal, and foreign laws, including, without limitation, any laws or regulations relating to privacy and data protection in connection with its performance under these Terms
To use the APIs, you must comply with these Terms, which may be amended from time to time. If you don't agree to the changes, you may stop using the APIs.
10.2 Compliance with and Amendments to These Terms
You must comply with these Terms in order to use the APIs. The most current version of these Terms can be reviewed on the Developer Site.
We reserve the right to modify, supplement, or replace any provisions of these Terms, effective prospectively upon posting on the Refinery Calc website (www.refinerycalc.com) or otherwise notifying you. If you do not want to agree to changes to these Terms, you can terminate these Terms at any time in accordance with Section 11.
To use the APIs, you must also comply with these other agreements and policies.
10.3 Other Obligations
In addition to any other documents incorporated by reference into these Terms above, you and your Application must also comply with the following, which are hereby incorporated by reference:
a. Refinery Calc's EULA
b. Refinery Calc's Privacy Policy
c. Refinery Calc's Terms of Use
d. Refinery Calc's Disclaimer and Refund Policy
e. Refinery Calc's branding guidelines
In the event of any conflict between the content in this document and the above documents, with the exception of the Data Processing Agreement; this document controls your use of the APIs. If you disagree with any of the provisions in these Terms, do not access or use the APIs.
11. Term and Termination
These Terms will last from when you agree to them until they end as described in this Section.
11.1 Duration of Terms
The duration of these Terms (the "Duration") will be from the date upon which you agree to these Terms and will continue until terminated as set forth below.
You may terminate these Terms by discontinuing use of the APIs.
11.2 Your Termination Rights
You may terminate these Terms by discontinuing use of our APIs.
We may suspend or terminate these Terms or your access to the APIs at any time for any reason.
11.3 Suspension; Termination
We may suspend or terminate your use of all or any of the APIs or Content at any time if we believe you have violated these Terms, or, in our sole discretion, we believe the availability of the APIs in your Application is not in our or our members' best interests.
We may discontinue the availability of some or all of the APIs or any Content at any time for any reason. We shall provide you with 10 days notice unless we discontinue such availability to protect the security or integrity of the APIs and related offerings, to address user security or user privacy issues, for legal compliance reasons, or to the extent necessary to mitigate damages in relation to third party litigation.
We may also impose limits on certain features and services or restrict your access to some or all of the APIs, Content or our Services. Although we will endeavor to provide prior notice of our exercise of our rights pursuant to this Section, it may not be practical or commercially reasonable in all circumstances. Accordingly, all of our rights in these Terms may be exercised without prior notice or liability to you.
Either party may terminate these Terms for reasons of bankruptcy, insolvency, or material breach.
11.4 Termination for Cause
Either party may terminate these Terms: (a) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 days thereof; (c) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (e) upon the occurrence of a material breach of these Terms by the other party, if such breach is not cured within 10 days after written notice identifying the matter constituting the material breach is provided by the non-breaching party.
Immediately upon termination of these Terms, all licenses granted will cease and, if required by these Terms, all Content must be deleted.
11.5 Effect of Termination
Upon termination of these Terms:
a. all licenses granted under these Terms will terminate immediately;
b. upon request, each party will promptly return to the other party or delete all tangible embodiments of confidential information of such party in its possession, custody or control;
c. you will comply with the requirements to delete stored Content; and
Notwithstanding the above, each party may retain a copy of these Terms and such other confidential information of the other party as reasonably required for legal and auditing purposes. Refinery Calc may request that you certify in writing your compliance with this Section.
Even after termination, many of your obligations under these Terms continue.
11.6 Survival
The following sections of this Agreement shall survive any termination, Sections 3 ("Use of the APIs and Refinery Calc Content"), 4.5 ("Delete at Member Request"), 4.6 ("Delete for Breach"), 4.7 ("Data Protection"), 5 ("Don't Harm or Trick Members"), 6 ("Brand Use"), 7 ("Safety and Abuse"), 8.3 ("Independent Development"), 9 ("Ownership"), 10 ("Follow the Law and These Terms"), 11.5 ("Effect of Termination"), 11.6 ("Survival"), 12 ("Disclaimer of Warranties; Limitation of Liability; Indemnity"), 13 ("Dispute Resolution") and 14 ("General Terms").
12. Disclaimer of Warranties; Limitation of Liability; Indemnity
The disclaimers and limitations contained in this section may not apply to you depending on where you reside.
12.1 Applicability of Disclaimer and Limitation
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED TERMS OR EXCLUSIONS OF LIABILITY AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
The Refinery Calc Materials are provided to you as-is.
12.2 Disclaimer of Warranties
WE PROVIDE THE REFINERY CALC MATERIALS AND ALL OTHER INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE REFINERY CALC MATERIALS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE REFINERY CALC MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE REFINERY CALC MATERIALS TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE REFINERY CALC MATERIALS WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. REFINERY CALC DOES NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY.
REFINERY CALC and its affiliates shall not be liable to you for indirect damages or damages in excess of $100.00 USD.
12.3 Limitation of Liability
NEITHER REFINERY CALC NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, OR SUPPLIERS (EACH A "REFINERY CALC Affiliate"), AND OUR AND THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS, SHALL BE CUMULATIVELY LIABLE FOR: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF REFINERY CALC MATERIALS ACCESSED THROUGH OR DOWNLOADED FROM REFINERY CALC; OR (B) ANY LIABILITY OR DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS USD ($100). THIS LIMITATION OF LIABILITY SHALL:
1. APPLY REGARDLESS OF WHETHER (A) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (B) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (C) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE; AND
2. NOT APPLY TO ANY DAMAGE THAT REFINERY CALC MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THESE TERMS OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED IN THESE TERMS.
You will indemnify us for your breach of these Terms and for any intellectual property claim. REFINERY CALC is not agreeing to indemnify you.
12.4 Your Indemnification Obligations
You will defend, hold harmless, and indemnify REFINERY CALC and the REFINERY CALC Affiliates (and our and their respective employees, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent resulting from, alleged to have resulted from, or in connection with: (a) your breach of your obligations herein; or (b) the violation of any copyright, trademark, service mark, trade secret or patent by the Application, Feedback or Your Brand Features.
Any legal dispute arising out of these Terms will take place in Delaware courts (using Delaware law)
13.1 Law and Forum for Legal Disputes
These Terms and any claim, cause of action or dispute ("Claim") arising out of or related to these Terms shall be governed as follows.
For all others, including those who live outside of the United States, the laws of the state of Delaware, USA, excluding its conflict of laws rules and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods, shall exclusively govern any dispute relating to these Terms, except that the U.S. Federal Arbitration Act governs everything related to arbitration. All Claims (except those brought in arbitration and small claims court) can be litigated only in the federal or state courts in Delaware, USA, and we each agree to personal jurisdiction in those courts.
Notwithstanding the above, you agree that Refinery Calc shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
In the event of litigation between the parties arising out of or related to these Terms, the prevailing party will be entitled to recover its attorneys' fees and costs incurred.
For claims less than $10,000.00 USD, the parties may choose binding arbitration as an alternative to legal action.
13.2 Arbitration Option
For any Claim (excluding claims for injunctive or other equitable relief) arising out of or related to these Terms, where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the Claim in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties.
The ADR provider and the parties must comply with the following rules:
a. the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;
b. the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
c. any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
This Section 14, provides important details to help you read these Terms.
14.1 Severability
If any provision of these Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of these Terms will not be affected in any way.
Where Refinery Calc has provided you with a translation of the English language version of these Terms or any document referenced in these Terms, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
14.3 Notices and Service of Process
We may notify you via postings on the Refinery Calc website or via the email address associated with your Application or Member account. Refinery Calc accepts service of process at this address: Refinery Calc Inc ATTN: Legal Department, 651 N. Broad Street,Suite 206, Middletown, DE 19709. Any notices that you provide without compliance with this Section shall have no legal effect.
These Terms, including any documents incorporated into these Terms by reference, constitute the entire agreement between you and Refinery Calc regarding the subject matter of these Terms and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the developer platform or any APIs, Content or other material used or displayed through the Refinery Calc developer platform.
Entities other than Refinery Calc that owns a 50% or greater interest in are not parties, but intended third party beneficiaries of these Terms, with a right to enforce these Terms directly against you.
14.7 Assignment and Delegation
You may not, without Refinery Calc's prior written consent, assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you.
14.8 Potential Other Rights and Obligations
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
If you have questions or comments about these Refinery Calc API Terms of Use, please contact us at support@refinerycalc.com .