PLEASE REVIEW THESE TERMS CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY EVERYTHING IN THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE SERVICES AND YOU SHOULD STOP USING THE SERVICES IMMEDIATELY.
SCOPE OF SERVICES.
API Services. Subject to and conditioned on your and your customers' compliance with the terms and conditions of these Terms, all restrictions and policies implemented by WattB and communicated or otherwise made available to you, WattB hereby grants you a non-exclusive, non-transferable right to access and use the API Services in accordance with the terms and conditions herein. The API Services include the right to access all information, public application programming interface (" API"), any accompanying or related documentation, and other materials made available by WattB (the " WattB API Suite") made available through WattB's portal (the " Developer Portal"). Use of the API Services is limited to your internal use and the provision of Licensed Content, Derivative Works and Transformative Works generated through the API Services to your customers. " Licensed Content" means any information provided through the Services. " Derivative Works" means any revisions, annotations, elaborations, or other modifications of the Licensed Content. " Transformative Works" means works created by Client based on the Licensed Content that are modified or transformed such that the transformative work provides a different purpose than the original Licensed Content it is based on and the Transformative Work is not a substitute for the Licensed Content it is based on. WattB will provide full tokenized access to the API Service through the Developer Portal and security and authentication keys necessary to enable connectivity for Client. Client shall be responsible for maintaining such security and authentication keys.
Ownership. You own all right, title and interest, including all intellectual property rights, in and to the Transformative Works, but excluding the Licensed Content. WattB owns and retains all right, title and interest, including all intellectual property rights, in and to the Services (including, without limitation, all Licensed Content) and any enhancements, modifications, or derivative works (including, Derivative Works created by you or WattB) thereof. Upon request, you will provide to WattB copies of any Derivative Works and/or Transformative Works created. You grant WattB a worldwide, non-exclusive, non-transferable, royalty-free license to access and use the Transformative Works. WattB will only use the Transformative Works for the purposes of performing its obligations to you under these Terms, including auditing your compliance with the Terms. All rights not specifically granted to you in the Terms are retained by WattB.
Third Party Materials. You acknowledge that the content in the Services may link to, interface, and integrate with third party software applications, websites, data, content, or materials that are not operated or controlled by WattB (" Third-Party Materials"). As between you and WattB, all Third-Party Materials shall be owned by, and remain owned by, the applicable third-party providers. You hereby acknowledge and agrees that WattB is not responsible for the content or practices of the Third-Party Materials providers. Any links to or content from Third-Party Materials in the Services are provided for your convenience only.
Feedback. Notwithstanding any provision to the contrary except for standard confidentiality obligations of WattB, WattB may use, develop and implement any information, suggestions, comments, or other feedback provided by you or any of your customers or representatives (collectively, " Feedback") in connection with the development, operation, marketing, and sale of the Services, in its discretion and with no compensation to any person providing Feedback. WattB shall own all right, title, and interest in and to all Feedback (including all intellectual property rights therein).
Changes to Services. WattB reserves the right at any time to alter, change, modify, or remove any features, functionality, and other characteristics of the Services.
RESTRICTIONS AND RESPONSIBILITIES.
- Restrictive Covenants. You shall not, and you will cause your employees, officers, directors, consultants, agents, independent contractors, service providers, customers, subcontractors, or advisors (" Representatives") to not: (i) alter, change, modify, adapt, translate, or make Derivative Works or Transformative Works of the Services except as expressly otherwise permitted under Section 1 above; (ii) use the Services in a manner that violates any applicable law; (iii) transmit any virus or programming routine intended to damage, surreptitiously intercept, or expropriate any services, systems, data, or personal information within the Services and its platforms; (iv) transfer, assign, distribute, publish, resell, license, sublicense, or otherwise make the Services available to any third party, except as expressly otherwise permitted in the Agreement; (v) use the Services for timesharing, rental, outsourcing, or a service bureau operation; (vi) attempt to gain, or assist others with attempting to gain unauthorized access to WattB's network, systems or the Services; (vii) decipher, decode, adapt, decompile, disassemble, reverse engineer, in whole or in part, the Services and any content contained therein, or assist or encourage any third party to do so; (viii) remove any proprietary notices from any content that is part of the Services (including without limitation, from any Licensed Content therein); (ix) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or (x) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing service or product or any other purpose that is to WattB's detriment or commercial disadvantage.
- You acknowledge that you are solely responsible, and that WattB has no responsibility or liability of any kind of (i) Transformative Works; (ii) Derivative Works; or (iii) any content, development, operation, support or maintenance of any software, services, applications, or themes developed by you that utilize or interact with the WattB API Suite or otherwise interact with the WattB products and services. Without limiting the foregoing, you will be solely responsible for (a) the technical installation and operation of your systems; (b) creating and displaying information and content on, through or within your systems; (c) ensuring that your systems, Derivative Works, and Transformative Works do not violate or infringe the intellectual property rights of any third party; (d) ensuring that Derivative Works and Transformative Works are not illegal; (e) ensuring that your systems, Derivative Works and Transformative Works do not contain or introduce malicious software into the API Services or information made available through the API Services (" Service Data"); and (f) ensuring that your systems, Derivative Works and Transformative Works do not violate any applicable law or third party right.
- You will respect and comply with the technical and policy-implemented limitations of the API Services and the restrictions of these Terms in designing and implementing your systems, Derivative Works and Transformative Works. Without limiting the foregoing, you will not violate any explicit rate limitations on calling or otherwise utilizing the Services.
- You are restricted from caching Licensed Content or any other output of WattB's APIs. Cached content from WattB's APIs may not be used by you to create any Derivative Works or Transformative Works, be displayed as WattB's Licensed Content to Client Customers, or be used for any other purpose by you.
- Wherever WattB's Service Data, Licensed Content, or Derivative Works are displayed to your customers, a WattBuy logo must be displayed directly adjacent to such content such that it is clear said content originates from WattB. The logo must link directly to WattB's.
- Voluntary Termination. These Terms will continue to apply until your use of the Services is terminated by either you or WattB. You may end your legal agreement with WattB at any time for any reason by discontinuing your use of the Services. You do not need to notify WattB when you stop using the Services.
- Suspension or Termination of Services. WattB may, directly or indirectly, by any lawful means, suspend, terminate, or otherwise deny your, any customer's, or any other person's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) WattB receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires WattB to do so; or (b) WattB believes, in its reasonable and sole discretion, that: (i) you or any customer has failed to comply with these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of or related to the Services; (ii) Client or any Customer is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This does not limit any of WattB's other rights or remedies, whether at law, in equity, or under this Agreement.
- Usage Data. Notwithstanding any other provision in the Terms to the contrary, WattB may collect, analyze, and anonymize data, statistics or other information relating to you obtained through the provision, use, and performance of the Services (collectively, " Analytics"), and aggregate such Analytics with data, statistics or other information obtained from other sources, and may use such Analytics for lawful business purposes, including improvement of the Services; as long as in doing so, WattB does not identify (i) you, or (ii) your customer. WattB owns (and shall retain) all right, title and interest in and to all Analytics (including all intellectual property rights therein), and no compensation will be paid by WattB to you or person or entity with respect to its use of Analytics.
REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY
- Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE TERMS, WATTB MAKES NO WARRANTY, (EXPRESS, IMPLIED, OR STATUTORY) AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICES PROVIDED BY WATTB ARE PROVIDED ON AN "AS-IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. WATTB DOES NOT WARRANT THAT THE SERVICES OR THEIR CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY. WATTB MAKES ALL INFORMATION THAT IS ACCESSIBLE VIA THE DEVELOPER PORTAL FOR INFORMATIONAL PURPOSES ONLY. ANY BUSINESS DECISIONS BY YOU THAT ARE UNDERTAKEN BASED ON ESTIMATES OR OTHER INFORMATION THAT WAS COLLECTED FROM WATTB VIA API CALL ARE TAKEN AT YOUR FULL RISK. WATTB IS COMPLETELY RELEASED FROM ANY FINANCIAL OR REPUTATIONAL HARM THAT COMES TO YOU AS A RESULT OF ANY DECISIONS MADE BASED ON INFORMATION OR ESTIMATES PROVISIONED BY WATTB. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. WATTB DOES NOT MAINTAIN OR CONTROL SUCH THIRD-PARTY MATERIALS AND ACCORDINGLY IS NOT RESPONSIBLE FOR THE AVAILABILITY, COMPLETENESS, TIMELINESS, FACTUAL ACCURACY, OR NON-INFRINGEMENT OF SUCH THIRD-PARTY MATERIALS, WHICH IS PROVIDED "AS IS" AND "AS AVAILABLE." YOU UNDERSTAND THAT WATTB AND/OR THIRD-PARTY MATERIALS PROVIDERS TO THE SERVICES MAY CHOOSE AT ANY TIME TO INHIBIT OR PROHIBIT THEIR THIRD-PARTY MATERIALS FROM BEING ACCESSED UNDER THE TERMS.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WATTB AND THE WATTB PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON OR THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PROPERTY DAMAGE AND DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY PRODUCTS PURCHASED, USED, OR ACCEPTED VIA THE SERVICES, OR CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF THE SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF WATTB AND THE WATTB PARTIES EXCEED THE GREATER OF FIVE HUNDRED U.S. DOLLARS (U.S. $500.00) OR THE AMOUNT YOU PAID WATTB, IF ANY, FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM. THE FOREGOING REMEDY WILL CONSTITUTE WATTB'S AND THE WATTB PARTIES' SOLE LIABILITY AND OBLIGATION WITH RESPECT TO ANY CLAIM BY YOU. THE LIMITATIONS OF THIS SUBSECTION WILL APPLY TO ALL THEORIES OF LIABILITY, WHETHER BASED ON PERSONAL INJURY, PROPERTY DAMAGE, WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT WATTB OR THE WATTB PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET OUT IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
- By using the Services, to the maximum extent permitted by applicable law, you agree to indemnify, hold harmless, and reimburse WattB and its past, present, and future officers, directors, employees, agents, representatives, partners, and all other affiliates harmless for all claims and liabilities (actual and threatened), obligations, settlements, losses, expenses, debts and damages (including costs and attorneys' fees) that arise from or relate to your use or access of the Services, including but not limited to any activity and content associated with your use of Services (whether by you or a third party), unless a court of competent jurisdiction enters a final judgment that the claim, liability, obligation, settlement, loss, expense, debt or damage was the result of affirmative and intentional actions or omissions by WattB. You agree to promptly notify WattB of any third party claims arising from or relating to your use of the Services. WattB reserves the right to assume exclusive control of and direct the defense or settlement of any matter otherwise subject to indemnification by you. You agree to assist and cooperate with WattB in the defense upon request.
- Waiver and Severability. The failure of WattB to enforce any right or term of these Terms will not be a waiver of the right or term. In the event that any term is held to be invalid or unenforceable, then that term will be limited or eliminated to the minimum extent necessary, and the remaining parts of these Terms will stay in full force and effect. In such an instance, the parties agree that a court should give effect to the parties' intentions as reflected in the term.
- Controlling Law and Jurisdiction. These Terms and any dispute related to the Terms will be governed by the laws of New York without regard to conflicts of law principles. Subject to the dispute resolution terms set out in Section 7.4 below, all claims, legal proceedings or litigation arising in connection with the Services will be brought exclusively in the federal or state courts located in New York, and you consent to the exclusive jurisdiction and venue of those courts.
- Dispute Resolution. You agree that you will notify WattB in writing of any dispute or problem related to the Services. WattB will have thirty (30) days to address the dispute or problem before you may file any legal action. The notice should be addressed: 82 Nassau St #60748, New York, NY 10038.
- Any dispute arising from or relating to the subject matter of these Terms that is not voluntarily resolved by the parties pursuant to the previous paragraph must be finally settled by arbitration in New York, in accordance with the rules then in effect of the American Arbitration Association or its successor, and consistent with the requirements and standards of the Federal Arbitration Act or its successor. Judgment on or enforcement of the arbitration award may be entered in any court having jurisdiction. Any arbitration under this Agreement will take place on an individual basis: CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the previous obligations, each party will have the right to start an action at any time for injunctive or equitable relief in the mandatory jurisdiction and venue established above.
- Consent to Electronic Communication. By using the Services, you agree to receive all communications related to your use of the Services in electronic form, including, but not limited to, emails sent to the email address associated with your use of Services and/or posted notices on the Services. By using the Services, you agree that all agreements, notices, disclosures and other communications that are provided electronically will satisfy all legal requirements that communications be in writing. All notices from WattB will be deemed effective when sent to the email address associated with your use of Services or when posted publicly on the Services.