OpenGraph Terms of Service
Acceptance of Terms
If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the OpenGraph API. You acknowledge that this API TOS is a contract between you and OpenGraph, even though it is electronic and is not physically signed by you and OpenGraph, and it governs your use of the OpenGraph API.
As long as you follow this API TOS, OpenGraph grants you a limited, non-exclusive, non-assignable, non-transferable license to use the APIs to develop, test, and support any software application, website, or product, and to integrate the OpenGraph APIs with your Application. Your license is subject to the limitations set forth in Section 4.2 through 4.11 and Section 9 below, and you agree that violation of Section 4 will automatically terminate your license to use the OpenGraph APIs.
Use of APIs and OpenGraph Data
The following identifies limitations on use related to the OpenGraph API:
- Applicable laws or agreements. You may not use the OpenGraph API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this API TOS or OpenGraph’s other agreements to which you are subject.
- Scope of acceptable use. You may not use the OpenGraph API or any other technology in a manner that accesses or uses any information beyond what OpenGraph allows under this API TOS or the Documentation; that changes the OpenGraph Service; that breaks or circumvents any of OpenGraph’s technical, administrative, process or security measures; that disrupts or degrades the performance of the OpenGraph Service or the OpenGraph API; or that tests the vulnerability of OpenGraph’s systems or networks.
- Malware. You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
- Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the OpenGraph API or portion thereof;
- Functionality. You may not use the OpenGraph API to replicate or compete with core products or services offered by OpenGraph. You acknowledge and agree that OpenGraph has or may in the future offer products or services that are similar to your Application, and nothing will prevent OpenGraph from doing so;
- Commercial Use. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to the OpenGraph API.
- Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of OpenGraph API, or otherwise use the OpenGraph API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this API TOS or the Documentation.
- Distribution of your application. You may not distribute or allow access to the OpenGraph APIs to anyone other than, if applicable, the company on whose behalf you entered into this API TOS. Anyone who wants to access our APIs must agree to be bound by this API TOS.
Use of OpenGraph Brand or Marks. You must not use the OpenGraph Brand in a way that suggests your service is endorsed by, sponsored by, or associated with OpenGraph, and you must abide by OpenGraph’s Brand Guidelines available at https://OpenGraph.com/brand-guidelines.
The OpenGraph APIs are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the OpenGraph API by any government entity is prohibited, except as expressly permitted by the terms of this API TOS. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4.
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) OpenGraph APIs, Documentation, and all elements and components thereof; (2) Data; (3) OpenGraph Services; and (4) Brand Features (collectively, the “OpenGraph Materials”). Except for the express licenses granted in this API TOS, OpenGraph does not grant you any right, title, or interest in the OpenGraph Materials. You agree to take such actions as OpenGraph may reasonably request to perfect OpenGraph’s rights to the OpenGraph Materials.
Term and Termination
- Duration of Terms. This API TOS will go into effect on the date upon which you agree to them, by accessing or using the OpenGraph API, and will continue until terminated as set forth herein.
- Your Right to Terminate. You may terminate this API TOS by discontinuing use of our APIs.
- Suspension; Termination. We may limit your Application’s access to the OpenGraph APi if your use is found, solely at our discretion, to be non-compliant with our Acceptable Use Policy or the Terms of Service stated in this document.
- Effect of Termination. Upon termination of this API TOS:
- i. All rights and licenses granted to you will terminate immediately;
Other Important Terms.
- Modification of the API TOS. We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion. If we make a material change to this API TOs, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the OpenGraph API. If any change in unacceptable to you, then your only recourse is to cease all use of the OpenGraph API. Your continued access or use of the OpenGraph API will mean that you agree to the updates and modifications.
- Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:
- In the event of any conflict between the content in this document and the above documents, this document controls your use of the OpenGraph APIs.
Disclaimer of Warranties; Limitation of Liability; Indemnity
- NO WARRANTIES. THE OpenGraph API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND OpenGraph EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT OpenGraph DOES NOT WARRANT THAT THE OpenGraph API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE OpenGraph API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM OpenGraph OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.
- LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL OpenGraph BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, OpenGraph’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Indemnity. You agree to defend, hold harmless and indemnify OpenGraph, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Application, OpenGraph API or Data, use of OpenGraph Brand, or violation of this API TOS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
This API TOS and any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of New Jersey, United States, regardless of your country of origin or where you access the OpenGraph Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and OpenGraph agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the county of Atlantic County, New Jersey. You and OpenGraph agree to submit to the personal jurisdiction of the courts located within the county of Atlantic, New Jersey, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that OpenGraph shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
General Legal Terms
- Severability. If any provision of this API TOS 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 this API TOS will not be affected in any way.
- Language. Where OpenGraph has provided you with a translation of the English language version of this API TOS or any document referenced in this API TOS, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
- Notice and Service of Process. We may notify you via postings on the Developer Site or via the email address associated with your Application or OpenGraph Service account. OpenGraph accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.
- Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and OpenGraph regarding the OpenGraph APIs 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 this API TOS.
- No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this API TOs by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any OpenGraph affiliate shall be deemed legally binding on any OpenGraph affiliate, unless documented in a physical writing hand signed by a duly appointed officer of OpenGraph.
- Injunctive Relief. 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 Site or OpenGraph Service or any OpenGraph APIs, or other material used or displayed through the OpenGraph Developer Site or OpenGraph Service.
- Assignment and Delegation. You may not assign or delegate any rights or obligations under this API TOS, 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 this API TOs, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, OpenGraph Technologies, Inc. for any third party that assumes our rights and obligations under this API TOs.
- 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.
- How to Contact Us. If you have questions or comments about this API TOS, or wish to make use of our OpenGraph API in any way not permitted by this API TOS, please contact us via email at support@OpenGraph.io.