Itteco Software Corp. doing business as Iframely (“Iframely”, “we”, or “us”) provides access to and use of iframely.com, iframe.ly, klip.to and subdomains (“Site”), the application programming interfaces (“API”), Iframely open-source and proprietary technology, software code, content and other products and services offered by Iframely (collectively, the "Services") subject to these Terms of Service (“Terms”).
Eligibility. By using the Services, (i) you agree to these Terms, and subsequent changes to these Terms; (ii) you certify to Iframely that you are legally authorized to form a binding contract for the use of Services between Iframely and you or legal entity you represent. You may not use the Services for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.
Third Party Media. You understand that the Services provide you with the ability to link to and display media and information from third party providers (collectively, “Third Party Media”) and that you are solely responsible for the use of such Third Party Media and any such information that you intentionally or unintentionally communicate to others. Iframely is only a technical intermediary; whereby, you are responsible for adhering to the terms of service for each provider of Third Party Media. We do not monitor the Third Party Media that is linked or displayed using the Services. We take no responsibility for and do not endorse the content of any Third Party Media or the effect that the display of Third Party Media may have on you.
API License. Subject to compliance with these Terms, Iframely grants to you nonexclusive, revocable, nontransferable, worldwide license to use the Iframely APIs to develop, reproduce and distribute applications (“Applications”) that link to and display Third Party Media. You agree to use the API only as outlined in the documentation provided on the Site. Iframely may revoke the API license at any time at its sole discretion. License is automatically revoked upon your intentional or unintentional violation of any applicable laws, rule or regulations, applicable to your use of the Services.
Account and API Key. While some features of the Services are available to unregistered users, for broader access to the Services you must register with Iframely (creating an “Account”). In order to register, you must provide an accurate e-mail address and maintain its accuracy by updating in timely manner as necessary. The use of some API requires a secure passcode (API Key), which becomes available upon your request and is directly associated with your Account. You are solely responsible for the activity that occurs on your Account, and for keeping your Account secure, including API Key . You are not permitted to use another Account without permission. You must notify us immediately of any breach of security or other unauthorized use of your Account.
Paid Accounts. Use of API beyond capacity listed on the Site requires an Account to be signed up for a monthly fee (Paid Account). To subscribe to Paid Account must enter and maintain a valid credit card, linked to your Account. The credit card data is securely stored with Iframely’s payments processor. Upgrade to a Paid Account will immediately bill you. The payment for the Payment Account is in advance charge on a monthly basis and is non-refundable (Monthly Fee). There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. To cancel your Monthly Fee and Paid Account, you must downgrade your Account on the Site.
Limitations. You understand that the technical processing and transmission of the Service, may be transferred unencrypted. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Iframely. You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages. You must not transmit any worms or viruses or any code of a destructive nature. If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Iframely) of other Iframely customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.
Suspension and Termination. Iframely may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including without limitation, indemnity and limitations of liability.
Services Availability. We do not control the availability of Third Party Media. Iframely is not responsible if Third Party Media is unavailable or disappears entirely. You access the Site, API an any of the materials at your own discretion and risk.
YOU UNDERSTAND AND AGREE THAT IFRAMELY PROVIDES THE SITE, API AND SERVICES ON AN “AS IS” BASIS AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR UNINTERRUPTED ACCESS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. WE DO NOT WARRANT THAT THE SERVICE OR THE FUNCTIONS OR CONTENT MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
Indemnification. You shall defend, indemnify, and hold harmless Iframely, its affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site and Services, or which otherwise arise from your violation of these Terms, or infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. Iframely reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which event you will assist and cooperate with Iframely in asserting any available defences.
Limitation of Liability.
IN NO EVENT SHALL IFRAMELY, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, REPRESENTATIVES OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL SUCH LIABILITY EXCEED ANY DAMAGES IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100.00) IN THE AGGREGATE.
General. These Terms shall be governed by Ontario law and controlling Canadian federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with theTerms or the Services shall be subject to the exclusive jurisdiction of the provincial state and federal courts located in Ontario. If any provision of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
Questions. Questions about the Terms, or if you would like to contact us for any other reason, should be sent to firstname.lastname@example.org.
Effective April 10, 2014