Terms & Conditions
By accessing or using CyraCom International, Inc. (“CYRACOM”) APIs (defined below), including software, an application, website, tool, service, or product you create or offer using the CYRACOM APIs (your “Application"), you agree to the terms of this API License and Terms of Use (“API Terms”) and to comply with any accompanying documentation or other terms that apply to your use of the CyraCom International, Inc. APIs (“CyraCom”, “Supplier” “Vendor” "we", "us", or "our"). If you are accepting these API Terms on behalf of an entity, you (“entity”, “Customer”, “Member”, “you”, “your”) represent and warrant to CyraCom that you have the authority to do so. The term “including” means “including without limitation.”
Overview
CyraCom International, Inc. API (“API) means (i) any form of accessible application programming interface that CyraCom makes available which provides access to CyraCom’s services or software, including all associated tools, elements, components and executables therein; (ii) CyraCom’s Client software development kits (“SDK”); and (iii) any CyraCom sample code that enables interactions with CyraCom’s services or software foregoing.
Applicable Agreements. CyraCom International, Inc.’s Terms of Service , Customer’s Service Agreement, Member End User Agreement and these API Terms (collectively, the “Terms”) govern your use of CyraCom’s APIs and by accessing or using the CyraCom APIs you agree to such Terms. In the event of a conflict between these API Terms and CyraCom’s Terms and Conditions, these API Terms control with respect to your use of the APIs.
Modification of Terms. CyraCom may modify these API Terms at any time, with or without prior notice. Your continued use of the APIs will be deemed your acceptance of any revisions to these terms.
Use of the CyraCom APIs In a way that violates applicable laws or regulations, including:
Authorization and License. Subject to your compliance with the Terms, CyraCom grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to develop, test, and support your Application. You may use the APIs only as expressly permitted in the Terms. Neither these API Terms nor the availability of any information, data or other content in the APIs shall be construed to grant you a license to any other copyrighted material owned by CyraCom International, Inc. or its affiliates. You agree not to use the APIs to (i) create, design, develop, enhance, produce, sell, license, promote, market, or distribute any material, software, or content that is intended for any use other than use with CyraCom’s services or software or (ii) recreate the features or functionality of CyraCom’s services or software. No other licenses are granted to you by CyraCom under these API Terms.
Limitations of Use. CyraCom has the right to limit or suspend your use of or access to the APIs in its sole discretion and without prior notice or liability to you. Limitations may include technical limitations, such as call, volume and/or rate limits, or limits on your access to some or all of the APIs. You agree to such limitations and will not attempt to circumvent them.
Your Responsibilities. You acknowledge and agree that you are solely responsible for the content, development, operation, support, and maintenance of your Application, as well as all activity related to your use of the CyraCom APIs. Accordingly, you represent and warrant that your use of the CyraCom APIs and your Application will not infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or otherwise result in the violation of any applicable laws or regulations.
Registration and Accounts. To access and use the CyraCom International, Inc. APIs, you must register for and maintain a CyraCom account.
Modifications and Updates. CyraCom regularly updates and adds features to the APIs and may also remove or modify features. CyraCom generally explains how to use new or modified features in the associated documentation and in communications about the APIs. You acknowledge and agree that CyraCom may modify, amend, change, or deprecate all or part of the APIs at any time in its sole discretion and without prior notice. CyraCom shall use commercially reasonable efforts to provide notice to you of any such actions. You are responsible for monitoring updates to the APIs and must promptly and without undue delay develop, update, or modify your Application at your sole cost and expense to ensure it remains compatible and functions with the current version of the CyraCom APIs. You acknowledge and agree that the failure to make such changes or modifications may result in your Application failing to work or operate as designed and may result in the suspension of your access to the CyraCom APIs or termination of the API Terms.
Prohibited Uses. You may not use the CYRACOM APIs, or any information, data or content accessed or obtained using the CYRACOM APIs, or your Application:
For any purpose other than as expressly permitted in the Terms.
In a way that is obscene, pornographic, vulgar or offensive, or that promotes illegal or harmful activities or substances.
In a way that disparages, or in a way that is reasonably likely to allow others to disparage, CyraCom or its users.
In a way that is deceptive, fraudulent, false, or misleading.
In a way that violates applicable laws or regulations, including:
Illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws.
Intending to exploit minors in any way.
Accessing or authorizing anyone to access the APIs or CyraCom services or software from an embargoed country as prohibited by the U.S. government.
Violating applicable laws and/or regulations pertaining to privacy, information security, or data protection, including laws governing recording or interception of audio, video or other communications (collectively, “Privacy Laws”).
In any environment or context requiring fail-safe performance (e.g., emergency medical care, hazardous activities) or in which the failure of your Application, the access to or use of APIs, or CyraCom’s services or software could lead to death, personal injury, or property or environmental damage.
To monitor the availability, performance, or functionality of CyraCom’s services or software, or for any similar performance testing, benchmarking, or competitive purposes.
In a way that could limit, impair, harm, or damage CyraCom, the APIs, any of CyraCom’s services or software, including anyone’s use of the APIs or any of CyraCom’s services or software.
To disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks that connect to or which can be accessed via the APIs.
To migrate users of your Application away from any of CyraCom’s services or software.
To scrape, build databases, or otherwise create copies of any data accessed or obtained using the CyraCom APIs by your Application.
To harvest, collect, use, or gather content and data collected from the APIs or otherwise collected through or used by your Application, including information about others with whom they interact through CyraCom’s services or software (collectively, the “Application Data”) without authorization from CyraCom.
To use an unreasonable amount of bandwidth, or adversely impact the CyraCom APIs, CyraCom’s services or software, or the behavior of other applications using the APIs.
To identify, exploit, or publicly disclose any potential security vulnerabilities.
To request, use, or make available any data obtained using the APIs outside any permissions expressly granted by End Users in connection with using your Application.
To reverse engineer, decompile, disassemble, or derive source code, underlying ideas, algorithms, structure, or organizational form of the APIs, or CyraCom’s services or software.
To introduce, or in a way that could introduce, any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
To rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available to any third party the APIs, except as integrated within your Application.
To make your Application available for use in a manner that circumvents the need for End Users to obtain a valid subscription or license to CyraCom’s services or software.
To use or transfer any data accessed or obtained using the APIs, including any data aggregated, anonymized or derived from that data, for advertising or marketing purposes including targeting or serving ads.
To falsify or alter any unique referral identifier in, or assigned to an application, or otherwise obscure or alter the source of queries coming from an application to hide a violation of the Terms.
In a way that could create, in CyraCom’s sole discretion and judgment, an unreasonable privacy or information security risk to End Users or others.
In a way that removes, hides, obscures or alters any links to the Terms, Privacy Statement, or CyraCom’s other terms or policies in any content accessed or obtained using the APIs.
Security and Privacy
Security Requirements. You represent and warrant that your Application does not contain any security vulnerabilities and has been developed to operate with the APIs in a secure manner. Your network, operating system and the software of your servers, databases, and computer systems must be properly configured to securely operate your Application and securely, collect, use and store Application Data. You and your Application will employ reasonable technical, administrative and physical safeguards that:
comply with applicable laws and regulations, including Privacy Laws;
meet or exceed applicable industry standards or self-regulatory requirements;
protect the confidentiality, integrity and availability of the Application Data, including Application Data that relates to any identifiable natural person and other information governed by Privacy Laws (“Personal Information”); and
prevent Security Incidents.
Security Incidents. For the purposes of this Section, a “Security Incident” means the accidental, unlawful, or unauthorized access to, use, disclosure, alteration, loss, or destruction of (i) the APIs; (ii) Application Data; (iii) your Application; (iv) your or your service providers’ information technology systems and facilities on which the Application depends; (v) CyraCom’s services; and/or (vi) CyraCom’s applications or systems. In the event you become aware of or suspect a Security Incident, you will notify CyraCom about such Security Incident immediately and in no event later than 24 hours after you become aware of it. You agree to preserve evidence regarding the Security Incident, and provide us with information we request regarding the Security Incident, including an explanation of the nature and root cause of the Security Incident, the categories and approximate number of affected individuals and/or organizations, the categories and approximate quantity of affected records, the likely consequences of the Security Incident, and corrective action being taken. You agree to take such actions as CyraCom may reasonably request to respond to, investigate, and mitigate adverse effects of any Security Incident. Before you communicate with the public (e.g., via press release, blogs, social media, bulletin boards) or any third party (that is not your agent) about a Security Incident, you will consult with CyraCom regarding, and provide CyraCom an advance copy of, such communication, provided so doing is permitted by applicable laws and regulations and does not unreasonably interfere with your investigation or remediation of the Security Incident or your compliance with your legal obligations to give notifications about the Security Incident.
Security Review, Monitoring, and Remediation: CyraCom and/or an independent third party selected by and acting on CyraCom’s direction may, at CyraCom’s sole cost and discretion, perform monitoring or a security review of your Application(s) to ensure that your Application(s) complies with the Terms and that your Application does not threaten the security, integrity, availability or performance of CyraCom’s services, software, or applications (a “Security Review”). CyraCom shall provide you with prior written notice of any Security Review. You shall provide CyraCom, at no charge, full user-level access to your Application(s) and shall cooperate with CyraCom in the Security Review and provide such information as CyraCom may reasonably request to complete the Security Review. You represent and warrant that all information you provide to CyraCom in connection with your Application is true and accurate. Except as required by applicable law, CyraCom shall keep the results of Security Review confidential. CyraCom may require, at its sole discretion and in light of your use of the APIs, that you make adjustments or improvements to your Application’s security standards or processes as a condition to using or continuing to use the APIs. You will maintain processes to encourage reporting of, identify, and remediate any security vulnerabilities in your Application, and you will promptly notify CyraCom in writing of, and explain to CyraCom in reasonable detail, any security vulnerabilities related to your Application's connection to the APIs promptly upon becoming aware of such vulnerabilities. CyraCom’s performance of a Security Review or decision not to respond to notice of a Security Incident or security vulnerability shall not be construed as an approval, warranty, or certification of your Application or security safeguards, nor shall it limit your liability for the breach of, or waive your compliance with, any provision of the Terms. You shall treat the occurrence of, results of, and any communications in connection with a Security Review as Confidential Information. For the avoidance of doubt, you shall not use such information in any marketing or advertising of your Application.
Privacy Requirements. You shall:
comply with Privacy Laws, including your obligations thereunder to notify governmental authorities and affected individuals of security breaches, and to comply with individuals’ requests to exercise their rights under Privacy Laws (e.g., to access, correct, delete, make portable, object to or restrict the processing of, or opt-out of sharing of their Personal Information);
ensure (and are solely responsible for ensuring) that all consents have been obtained from, and all notices (including privacy notices) have been given to, all End Users and others as may be required by Privacy Laws for the operation of your Application and your collection, use, sharing, retention or other processing of Application Data;
ensure any such notices and consents do not supersede, modify or conflict with the Terms or other applicable CyraCom terms and policies;
Use Personal Information solely:
in accordance with such notices and consents and in accordance with your terms of use applicable to your Application;
for the purpose of providing and improving the functionality and End User experience of your Application, or for purposes expressly authorized by the End Users to whom the Personal Information pertains; and,
in accordance with Privacy Laws, these API Terms, and your terms of use applicable to your Application;
Not disclose Personal Information to any third party except:
to an End User to whom it pertains;
to service providers that are by contract with you (i) prohibited from using Personal Information for any purpose other than on your behalf to provide a service to you, and (ii) bound by data protection and security requirements that comply with Privacy Laws;
as expressly authorized by the End User to whom it pertains; or
as required by laws or regulations; and
upon request by CyraCom to provide such assistance and take such actions as may be reasonably necessary for CyraCom to comply with Privacy Laws.
Ownership and Intellectual Property
CyraCom’s Intellectual Property. You acknowledge and agree that: (i) the APIs and any other CyraCom materials or content made available through the APIs, including all associated intellectual property rights, are the exclusive property of CyraCom International, Inc. and (ii) subject to the limited licenses provided in the Terms, you do not have any other rights in any CyraCom intellectual property.
CyraCom Product Development. CyraCom will not be precluded from creating, developing, acquiring, publishing, licensing, protecting, or marketing and distributing (for itself or third parties), materials, applications, products, or services that are competitive with your Application or other products, or services provided by you, regardless of their similarity to your Application, your products or services, or products or services that you may develop in the future.
Support
Support. You are solely responsible for the development and maintenance of your Application and providing support for your Application.
Fees. CyraCom International, Inc. reserves the right to charge fees for use of or access to all or part of the CyraCom International, Inc. APIs. Any fees must be agreed to in writing by you and CyraCom.
Confidentiality
Confidential Information. You may, from time to time, gain access to CyraCom’s confidential or proprietary information. CyraCom’s confidential or proprietary information includes all information in tangible or intangible form and labeled “confidential” or information which a reasonable person would understand to be confidential given the nature of the information or the circumstances under which it was disclosed (“Confidential Information”). The APIs and any nonpublic communications from CyraCom relating thereto constitute Confidential Information. You may use Confidential Information only as necessary in exercising your rights granted under the Terms. You also agree to protect Confidential Information from unauthorized use, access, or disclosure and to not disclose Confidential Information to a third party without CyraCom’s prior express written consent.
Disclosure Required by Law. You may disclose Confidential Information only when compelled to do so by law, but before doing so, you shall, if permitted by law: (i) promptly notify CyraCom in writing; (ii) reasonably cooperate with CyraCom (at CyraCom’s sole expense) in the event CyraCom chooses to seek a protective order or other remedy to prevent or limit the disclosure of Confidential Information (a “Protective Order”); and (iii) not disclose any Confidential Information until CyraCom has chosen in its sole discretion to waive compliance as to such Confidential Information or has been granted or denied a Protective Order. In the event you must disclose Confidential Information you shall disclose such information only to the extent legally required.
Termination.
Termination. CyraCom may, without prior notice or liability to you, suspend or terminate these API Terms, any rights granted herein, and/or your license to the APIs or the CyraCom Marks, in our sole discretion, for any reason. Unless you have agreed otherwise, you may terminate these API Terms at any time by ceasing your access to and use of the APIs. Upon termination, all licenses granted herein immediately expire and you will cease use of the APIs. Any continued use of the APIs will be subject to these API Terms.
Disclaimer.
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OR GUARANTEES WITH RESPECT TO YOUR USE OF THE CYRACOM APIs. YOU UNDERSTAND THAT USE OF THE CYRACOM APIs IS AT YOUR OWN RISK AND THAT WE PROVIDE THE CYRACOM APIs ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE API TERMS ARE INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. WE DO NOT GUARANTEE THE CYRACOM APIs WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE CYRACOM APIs MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR.
Limitation of Liability
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL CYRACOM, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER LOSS INCURRED BY YOU IN CONNECTION WITH THESE API TERMS, YOUR USE OF THE CYRACOM APIs, OR YOUR APPLICATION, REGARDLESS OF WHETHER CYRACOM HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
AGGREGATE LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE API TERMS, CYRACOM’S AGGREGATE LIABILITY TO YOU, YOUR END USERS, OR ANY OTHER THIRD PARTY ARISING OUT OF OR RELATING TO THESE API TERMS, YOUR USE OF THE CYRACOM APIs, OR YOUR APPLICATION SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). ANY CLAIM BY YOU ARISING OUT OF OR RELATING TO THESE API TERMS, USE OF THE CYRACOM APIs, OR YOUR APPLICATION MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE EVENTS GIVING RISE TO THE CLAIM.
Exclusions. Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for certain types of damages, which means that some of the above limitations may not apply to you. In these jurisdictions, CyraCom’s liability will be limited to the greatest extent permitted by law.
Indemnification
Indemnification by You. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CYRACOM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS AND SUPPLIERS FROM ANY AND ALL THIRD PARTY (INCLUDING YOUR END USERS) CLAIMS, ACTIONS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES) ARISING FROM OR RELATED TO YOUR APPLICATION, YOUR USE OF THE CYRACOM APIs OR APPLICATION DATA, OR YOUR BREACH OF THESE API TERMS.
General Provisions
Applicable Law. Delaware state law governs the interpretation of these API Terms and applies to claims for breach of them, regardless of conflict of laws principles. In no event will you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the APIs. For proceedings (other than small claims actions) that are excluded from arbitration, you agree that they will be resolved exclusively in the U.S. District Court of Delaware or a state court located in Delaware.
Assignment. You may not assign these API Terms, whether by operation of law, change of control, merger, asset sale, or otherwise, without CyraCom’s prior written consent. CyraCom may assign or transfer these API Terms, at its sole discretion, without restriction.
Entire Agreement and Severance. These API Terms and any documents incorporated into these API Terms by reference, constitute the entire agreement between you and us regarding the APIs and supersede 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 API Terms. If any provision of these API 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 or, if not possible, severed and the rest of these API Terms will remain in full force and effect.
No Waiver. No failure by CyraCom to enforce any of its rights under these API Terms will act as a waiver of such rights.
Independent Parties. Nothing in these API Terms shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties.
No Third Party Beneficiaries. There are no third-party beneficiaries to these API Terms.