The websites located at http://restlet.com and any of its subdomains (the "Site") and the associated software products (the "Products") are copyrighted works belonging to Restlet, Inc., 825 San Antonio Road, Suite 101, Palo Alto, CA 94303, USA ("RESTLET").
This Agreement refers to binding arbitration to resolve disputes, rather than state courts. Any right to jury trial or class action is hereby waived.
The following capitalized terms shall have the meanings specified below:
"API" refers to an Application Programming Interface which provides data and services to several clients simultaneously in a secure and interchanging way over the internet.
"CELL" refers to a single module project corresponding to either an API or a Data Store. A Cell consists of a list of Members with a single Owner, and the Cell can be private or public, in read-only or as read-write, hosted by RESTLET, or simply displayed by the Site and hosted by a third party.
"CATALOGUE" refers to the information space where data concerning all the public Cells hosted on the Site are posted and which RESTLET chooses to reference.
"DASHBOARD" refers to the private space of a User from where he manages all of the Cells to which he has access or those he chooses to follow. User also has access to his personal information associated with the Site and concerning his activity on the Site.
"DATA STORE" refers to the Cell model structured database or directory of static files which allow the storage and manipulation of data from other Cells of the Site, in particular exposing them through one or several APIs.
"MEMBERS" refers to a group of Users chosen by the Owner in order to keep the Site running around the Cell. The Members can play different roles such as owner, developer, manager or simple user.
"PLAN" refers to the subscription proposed by RESTLET to User. A list is available on the Site.
"PRODUCTS" refers to software that are downloaded by User and installed on a computer.
"SERVICES" refers to the services offered by RESTLET to User listed on the Site.
"SITE" refers to the software platform for the creation and hosting of APIs and Data Stores available from a simple web browser at the following addresses http://restlet.com and any of its subdomains.
"SUPPORT" refers to the technical support available to Users of the Site, allowing access to technical documentation on the proposed services as well as the opportunity to ask questions publicly or in private.
"USER(S)" refers to any registered visitor(s) of the Site, except that "UNREGISTERED USER(S)" refers to Users of certain features that do not require registration.
"USER CONTENT" is defined as any data entered into or uploaded to the Site or Services by Owner.
2. Description of the Services
The Site is made up of a public space which allows the visitors to (i) obtain information on what is available on the Site; (ii) register on the Site by creating a personal User account; (iii) go through the Catalogue and the information and operational space dedicated to each public Cell managed by the Site; (iv) access the operational part of each hosted and effectively deployed Cell for which no right of access is required; and (v) consult the Support zone for technical documentation and assistance.
Once registered, the visitor becomes a User, gaining access to the other parts of the Site including (i) the Dashboard; (ii) the information space for development and management, dedicated to each public or private hosted Cell of the Site to which User is a member; and (iii) the operational part of each hosted and effectively deployed Cell to which he has the required authorization.
The information space and the actions available to each User will depend on the role of User (User, developer, manager and/or owner of the Cell).
Any and all Users must be at least eighteen (18) years old (or of legal age to enter a contract in the applicable jurisdiction, but not less than 16), and fully competent, to be eligible to use the services. If a party does not meet the applicable criteria above, he/she/it may not use the service.
In order to use the Site or Products and access the Services, User must register for an account with RESTLET and provide certain information about themselves, except that certain features and sections of the Site are also available to Unregistered Users. User represents and warrants that: (a) all required registration information submitted is truthful and accurate; and (b) he will maintain the accuracy of such information.
In order to register on the Site, User must preliminarily have an existing account with a partner website. The names of all the partners are listed on the online electronic form issued by AUTH0, an operator for RESTLET.
The same User login details used on the partner account allows access to the Site. User simply needs to login to his existing account (or recently created for this purpose) on one of the partner websites, and then allows AUTH0 and the Site the access to his User account. Alternatively, User can create an account with AUTH0 directly.
By logging in on the partner website, User has access to the Site and Services for which he has the required authorization. RESTLET cannot, at any point, have access to the password of the associated account.
User is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under his password or account.
4. Creation and Participation in the Cells
The creation and development of Cells is under the sole and entire responsibility of User and the owner of the Cell ("Owner") is liable for the behaviour of its Members.
In creating his own Cells, User has at his disposal models of Cells proposed by RESTLET or other Users (subject to intellectual property rights).
In case the Owner decides to keep the Cell private, the Cell will only be accessible from his Dashboard as well as from the Dashboard of expressly authorized Members.
If the Owner decides to keep the Cell public, the Owner is informed that (i) his name will appear as author and Owner; (ii) the other Users can consult the Cell and choose to follow it; (iii) RESTLET is free to reference the Cell in the Catalogue; and (iv) the use of the public Cell will be subject to a license whose terms will be defined by the Owner.
User can use the Cell of another User provided that there is no intellectual property rights' infringement (that is, unauthorized copying, use or dissemination of the Cell or any information contained therein), and that he complies with the term of the license attached to that Cell.
If User creates a new Cell without using previous models proposed by RESTLET, User guarantees that the Cell referenced on the Site does not violate any regulation, neither infringes any patent, trademark or copyright nor constitutes an act of unfair competition.
The Owner may elect to have himself or one or other Members associated with his Cell and assign them roles such as (i) Cell manager in charge of delivering access to the Cell and keeping the community alive; (ii) Cell Developer in charge of the creation of the documentation and modification to the Cell; or (iii) User to benefit from the right to access and to participate to the Cell.
5. Subscription to a Plan – Term of the Plan
A Plan is subscribed for a period of one (1) calendar month from the date of the subscription by User. The Plan will be automatically renewed for successive periods of one (1) month on the anniversary date of the subscription ("Date of Renewal") unless terminated earlier by written notice with acknowledgement of receipt delivered by User to RESTLET within seven (7) days prior to the Date of Renewal.
The costs of the different Services are available at http://restlet.com or on written demand to RESTLET.
No refund will be paid to User upon termination of a Plan.
6. Minimum Services
RESTLET undertakes to use reasonable efforts to ensure that Users have access 24 hours a day and 7 days a week to Services and to the Site.
RESTLET will reasonably endeavour to ensure that a performance objective of 99.9% of successful access to the Site for Users having subscribed to a Plan is achieved.
RESTLET undertakes to the best of its abilities to secure a reasonable level of security of the Site by securing all calls to APIs via HTTPS, and using authentication mechanisms standards such as HTTP BASIC, HTTP DIGEST or OAuth.
However, due to the nature of the internet network and the telecommunication networks, RESTLET makes no warranty, express or implied, that the Site or the Services will be uninterrupted, secure, or error-free.
7. Deletion of an Account
User may delete his account at any time by denying access to his account via the partner website under the page that lists the authorized access.
By deleting his personal User account, User acknowledges that his personal information submitted at the time of registration shall also be deleted within 30 days from receipt of the deletion request.
8. Conditions of use
User shall not use the Cells available on the Site for any unlawful activity, OR indulge in any anticompetitive behaviour contrary to acceptable standards of conduct.
Each User agrees to use the Site in a respectful way, having regard to the rights of the other Users of the Site. To this extent, User agrees not to (i) adversely affect the development of a Cell; (ii) adversely affect the reputation of the Site, RESTLET or its Users, in particular via social networks; or (iii) download infringing or unlawful material.
User also agrees not to jeopardize the security of the Site and shall not (i) disturb or allow the disruption of all or part of the Site; (ii) affect the Services provided by one or several partners of the Site and Services; (iii) access to data or part of the Site without authorization; or (iv) test the vulnerability of the Site by downloading or uploading any virus, worms, Trojan horses, or other programming intended to damage any system or data or any telecommunication equipment.
User agrees that he will use the personal information of other Users made available to him only for the purposes of interacting with them in relation to the Services.
User assumes all risk for any damage to his computer system or loss of data or access to an API further to the use of this Site. User also bears the sole responsibility for adequate internet protection in particular with the use of an antivirus.
9. Notification of Illicit Content
User agrees to immediately notify RESTLET of any unauthorized use of the password or account or any other breach of security. RESTLET cannot and will not be liable for any loss or damage arising from failure to maintain the confidentiality of the password.
In the event any content is posted which violates the rights of any party, such party or their authorized agents may submit a complaint of alleged infringement to RESTLET if they have a good-faith belief that their protected works are being infringed. Such complaints may be emailed to: email@example.com, or sent by regular mail or courier to: Copyright Agent, Restlet, Inc., 825 San Antonio Road, Suite 101, Palo Alto, CA 94303, USA.
To be effective, such notification to RESTLET must include:
- A physical or electronic signature.
- Identification of the work claimed to have been infringed (if multiple works are covered by a single notification, a representative list of such works).
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity, including information reasonably sufficient to permit RESTLET to locate the material.
- Information reasonably sufficient to permit RESTLET to contact the owner or authorized agent, such as an address, telephone number, and email address.
- The following statement: "I have a good faith belief that use of the materials described above as allegedly infringing is not authorized by the owner, its agent, or the law."
- The following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
Upon receipt of such notification, RESTLET shall promptly investigate the matter, and, if appropriate, remove or disable access to the allegedly infringing material. In some instances the party that has uploaded or posted the materials described above may supply a counter-notification pursuant to sections 512(g) (2) and (3) of the DMCA. When RESTLET receives a counter-notification, RESTLET may reinstate the material in question. To file a counter-notification with RESTLET, the applicable party must provide a written communication (by regular mail or by email) that sets forth all of the items required by the DMCA. Please note that any User will be liable for damages if such User materially misrepresents that content or an activity is not infringing the rights of others. If a party is not sure whether certain material infringes the rights of others, it is hereby suggested they contact an attorney first.
In its sole discretion, RESTLET reserves itself the right to review any User content, investigate, and/or take appropriate action against any User acting in violation of this Agreement, including removing or modifying User content, terminating the account, and/or reporting the infringement to legal authorities.
RESTLET is responsible for the information collected on its Site. The information is processed in order to ensure the proper functioning of the Site and Services. Information is collected while browsing through the Site (e.g., Internet protocol address) or via the forms available on the Site in particular the management forms of the Dashboard.
In most cases, the tools that collect and store personal information (including those collected via cookies) allow Users to correct, update, review or delete that information. Users can do so by sending an email to firstname.lastname@example.org, specifying in the object of the email "Personally Identifiable Information" along with proof of identity.
11. User Content
User agrees not to provide any products, services or content that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (i.e., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) is in violation of any law, or obligation or restriction imposed by any third party.
Owner hereby grants for the duration of Owner's use of RESTLET's Services, and represents and warrants that it has the right to grant to RESTLET, a revocable, nonexclusive license to reproduce, distribute, publicly display and perform User Content, solely for the purposes of facilitating Owner's use of the Site and Services for Owner's exclusive benefit.
12. RESTLET Content
Excluding content provided by Users, all content, logos, trademarks, distinctive signs and domain names displayed on the Site are the exclusive property of RESTLET and its partners and providers and are protected by international intellectual property laws.
No right, title or interest in any content is transferred to User as a result of his use of the Site, or any of the Services. No use or reproduction of any RESTLET's intellectual property rights is permitted without prior written authorization from RESTLET or any other owner of intellectual property rights.
User agrees to comply strictly with all terms of any license (including any open source) extended by RESTLET or an authorized third party in connection with use of the Site and the Services. Subject to the terms of this Agreement, RESTLET grants User a non-transferable, non-exclusive, revocable license to use the Site and Services for User's internal business purposes.
Unless express agreement between the Members of a Cell, and excluding any of the rights covered by the open-source licenses, patrimonial rights on a Cell and its documentation which are created by one or more members of the Cell in the performance of their duties (Cell developer, Cell manager or Cell User), or following the Cell's Owner instructions, shall be vested in the Cell Owner, who shall be the only person permitted to exercise them.
13. Hyperlinks / Third Party Links
The Site might contain links to third party websites, services, and advertisements for third parties. RESTLET may prohibit, at its sole discretion, any inappropriate creation of links on the Site or any out framing of the Site.
Such third party sites links and advertisements are not under the control of RESTLET and RESTLET is not responsible for any third party sites and advertisements. Should User choose to click on these links, s/he does so at their own risk. RESTLET makes no warranty or representation regarding, and does not endorse, any linked websites or the information appearing thereon or any of the products or services described thereon.
When User links to such hyperlink, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices.
The Site, Products and Services are provided "AS IS" and "AS AVAILABLE" and RESTLET expressly disclaims any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. RESTLET makes no warranty that the Site or Services: (i) will meet Users' requirements; (ii) will be available on an uninterrupted, timely, secure, or error-free basis; or (iii) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
The information provided on the Site has mostly been uploaded by other Users. To that extent, RESTLET, as a host, has no responsibility or control over the content uploaded, posted or otherwise transmitted via the Site, or modifications made to the content by User. RESTLET does not review User content before any upload, modification, posting or otherwise transmission of such User content. RESTLET makes no representation that User will comply with any applicable laws. Additionally, RESTLET does not represent, warrant or guarantee the truthfulness, accuracy, quality or reliability of any of the content posted, displayed, linked to or otherwise transmitted via the Site. User bears all risks associated with the use of any content, including any reliance on the accuracy, completeness, or usefulness of the content. Users are solely responsible for creating backup copies.
User hereby irrevocably waives any rights he or she may have under California Civil Code Section 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."
15. LIMITATIONS OF LIABILITY/INDEMNIFICATION
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, RESTLET SHALL NOT BE LIABLE TO USERS OR TO ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY SUBJECT MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM USER'S ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE AND/OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SITE OR SERVICES OR API, UNDER ANY EQUITY, COMMON LAW, TORT, CONTRACT, ESTOPPEL, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY (A) INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES OR (B) DAMAGES RESULTING FROM LOSS OF SALE, BUSINESS, PROFITS, DATA, OPPORTUNITY OR GOODWILL, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF RESTLET HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES.
Furthermore, RESTLET shall in no event be liable for any special, indirect, incidental or consequential damages, including but not limited to loss of sales or business, lost profits or damages or loss of use or goodwill, incurred by Users or any direct or indirect customer of User.
It is expressly agreed that RESTLET may have recourse to external service providers in order to render all or part of the Services or for the maintenance of the Site, in particular for the hosting of Users' data. In this case, RESTLET will only be held liable in the event User demonstrates a material, uncured breach by RESTLET of this Agreement.
In the event of a material, uncured breach of this Agreement by RESTLET as described above, it is hereby expressly agreed, that RESTLET's liability shall be strictly limited to the total access fees paid by User to the Site for the last 6 months, prior to the claim.
Each User agrees to indemnify, defend and hold RESTLET and its partners, agents, officers, directors, employees, contractors, subcontractors, successors, assigns, licensees, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to such User's violation of this Agreement.
16. TERMINATION AND SUSPENSION
Subject to this Article, this Agreement takes effect on the date User first has access to or registers on the Site and will remain in full force and effect until the account expires, ceases, or is terminated.
In the event of a breach of the Agreement by User, RESTLET reserves the right to terminate this Agreement immediately, without prejudice of any other claim it may have. The termination shall take effect seven (7) days as from the date the written notice informing User of his breach has been sent by RESTLET in case such breach has not been remedied within this period.
RESTLET reserves the right to suspend temporarily access to User's account on the Site, without indemnity to the restricted User, and shall inform User of such suspension in case (i) of manifest disloyalty; (ii) the offending action endangers in any way the use of the Site or a Cell or the spirit of the Site; (iii) the use of a Cell has been prohibited or is causing manifest disorder on the Site.
The suspension may be cancelled if RESTLET receives, within three (3) business days, a letter with acknowledgement of receipt confirming that the User has cured the breach in question.
Except as expressly set forth herein, all notices to RESTLET shall be made in writing by registered mail to Restlet, Inc., 825 San Antonio Road, Suite 101, Palo Alto, CA 94303, USA.
18. Amendments to the Agreement
Upon registration, User agrees to be bound by the terms of this Agreement. RESTLET reserves the right to make any change to the Agreement which it deems necessary. RESTLET will provide notice to User on this Site before any significant change becomes effective.
User's continued used of the Site and Services constitutes User's consent to the changes. If User does not agree to the changes, User must stop using the Site and the Services.
19. Governing Law - Arbitration
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of California, USA to the exclusion of its conflict of law provisions.
User agrees that by entering this Agreement, User and RESTLET are each waiving the right to trial by jury or to participate in a class action. User and RESTLET agree that each may bring claims against the other only in his or its individual capacity and not as plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA"), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, User and RESTLET must abide by the following rules: (i) the arbitration shall be conducted solely based on written submissions; and (ii) the arbitration shall not involve any personal appearance by the parties or witness unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in San Francisco, USA. The arbitrator's ruling is binding and may be entered as a judgment in any court of competent jurisdiction.
In the event this agreement to arbitrate is held unenforceable by a competent court of law, the exclusive forum for any dispute related in any way to this Agreement that would otherwise have been arbitrated shall lie in the courts, state or federal, of California, and venue shall lie in the courts of San Francisco County.
This Agreement constitutes the entire agreement between User and RESTLET relating to their subject matter, and cancels and supersedes any prior version of this Agreement. Failure of either party to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Neither RESTLET nor any User shall be liable for any delay or failure in performance under this Agreement to the extent arising out of a cause beyond its control and without its fault or negligence, including, but not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, failure of third party suppliers or service providers, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement does not create any third party beneficiary rights.