By accessing or using Cryos API, including within a software application, website, tool, service or product you offer to end users (hereinafter referred to as your “API Client”), you agree to these terms and to comply with any accompanying documentation that applies to your use of Cryos API (“API Terms”). The API Terms control your relationship with Cryos International ApS, company registration no. 29421838 (“Cryos”, “we”, “us”). Cryos’ affiliated legal entities may provide the Cryos API to you on behalf of Cryos and the API Terms will also govern your relationship with these companies.
You represent and warrant to us that you have the authority to accept these API Terms on behalf of yourself, a company, and/or another entity, as applicable. We may change, amend or terminate these API Terms at any time. If you do not agree to the new API Terms or if we terminate these API Terms, you must stop using the Cryos API.
1. Scope and Registration
These API Terms govern your use of Cryos API except if you have entered into another agreement with Cryos that expressly supersedes these API Terms and governs your use of a specific Cryos API.
Registration for your API Client may be required pursuant to documentation. Your registration must be accurate and kept-up-to-date by you at all times. Once you have successfully registered your API Client you will be given access credentials (“Credentials”) for your API Client. “Access Credentials” means the necessary security keys, secrets, tokens and other credentials to access the Cryos API. The Credentials enable us to associate your API Client with your use of the Cryos API. All activities that occur using your Credentials are your responsibility. Credentials are non-transferable and non-assignable. You must keep them secret and never try to circumvent them.
2. Using Cryos API and the data
You must comply with all applicable laws, regulations and third-party rights. You must not use the Cryos API to encourage or promote illegal activity or violation of third-party rights. You must require your end users to comply with applicable laws, regulations and these API Terms.
Cryos grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to use the Cryos API and support your API Client and allow end users to use your integration of the Cryos API within your API Client. You may only use the data accessed or obtained using the Cryos API for the purpose of presenting the data in your API Client to the end user.
You may use the Cryos API and the data herein only as expressly permitted in these API Terms. Violation of these API Terms may result in the suspension or termination of your use of the Cryos API.
You are not allowed to:
Use the Cryos API in a way that could impair, harm or damage Cryos, the Cryos API or anyone's use of the Cryos API;
Use the Cryos API to disrupt, interfere with or attempt to gain unauthorised access to services, servers, devices or networks connected to or which can be accessed via the Cryos API;
Use the data within the Cryos API for own purposes;
Sublicense the Cryos API for use by a third-party. Consequently, you will not create an API client that functions substantially the same as the Cryos API and offer it for use by third-parties;
Use the Cryos API, or any data accessed or obtained using the Cryos API, for the purpose of migrating end users away from Cryos, except in connection with use of the Cryos API by your API Client;
Scrape, build databases or otherwise create copies of any data accessed or obtained using the Cryos API, except as necessary to enable an intended usage scenario for your API Client;
Request from the Cryos API more than the minimum amount of data, or more than the minimum permissions to the types of data, that your API Client needs for end users to use the intended functionality of your API Client;
Attempt to circumvent the limitations Cryos sets on your use of the Cryos API. Cryos sets and enforces limits on your use of the Cryos API (e.g., limiting the number of API requests that you may make or the number of users you may serve), in its sole discretion;
Use the Cryos API, or any data obtained using the Cryos API, to identify, exploit or publicly disclose any potential security vulnerabilities;
Request, use or make available any data obtained using the Cryos API outside any permissions expressly granted by end users in connection with using your API Client;
Use or transfer any data accessed or obtained using the Cryos API, including any data aggregated, anonymised or derived from that data for advertising or marketing purposes.
Make your API Client available for use in a manner that circumvents the need for end users to engage with Cryos or service that is accessed through the Cryos API;
Use the Cryos API in a way that could create an unreasonable risk to end users from a security or privacy perspective.
3. Security
You must use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorised access or use.
You warrant that your API Client has been developed to operate with Cryos API content 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 API Client and store content collected through your API Client. Your API Client must use reasonable security measures to protect the private data of your end users.
We may use technology to detect, prevent or limit the impact of any issues caused by your API Client (before, after or instead of suspension of your access). This may include, for example, (i) filtering to stop spam, (ii) denial of service attacks, user impersonation, application impersonation, or illicit consent grant(s), or (iii) limiting or terminating your access to the Cryos API.
You will permit Cryos reasonable access to your API Client for purposes of monitoring compliance with these API Terms. You will respond to any questions by Cryos about your compliance with these API Terms.
Without limiting the foregoing, upon request by Cryos, you will provide us (or an independent auditor acting on our behalf) with information as reasonably requested by us to verify your compliance with these API Terms (including, in particular, your security and privacy obligations under these API Terms).
We may restrict or terminate access to the API or perform an audit (including by hiring an independent auditor acting on our behalf) of your API Client if you fail to provide adequate information and materials to verify your compliance with these API Terms.
You must have a process to respond to any vulnerabilities in your API Client, and in the case of any vulnerabilities related to your API Client's connection to the Cryos API discovered by you or reported to you by a third-party, you agree that you will provide vulnerability details to Cryos.
In the event of a data breach by you resulting from any aspect of the Cryos API involving your API Client or any data collected through your API Client, you will promptly contact Cryos ([email protected]) and provide details of the data breach. You agree to refrain from making public statements (e.g., press, social media, etc.) without prior written and express permission from Cryos in each instance as it relates to the Cryos API.
4. Your Compliance with Applicable Privacy and Data Protection Laws
You must comply with all laws and regulations applicable to your use of the data accessed through the Cryos API, including without limitation laws related to privacy and data protection. You must ensure that all necessary consents and permissions are obtained, and all necessary information provided to the end user, which is required under applicable law.
Your use of the Cryos API is conditioned upon implementing and maintaining appropriate protections and measures for your service and API Client, and that includes your responsibility to the data obtained through the use of the Cryos API.
You will act as an independent data controller and nothing in these API Terms shall be construed as creating a joint controller or controller/processor relationship between you and Cryos.
5. Changes to the Cryos API and API Terms
We may change or discontinue the availability of the Cryos API at any time for any reason with or without notice. Such changes may include, without limitation, removing or limiting access to the Cryos API, requiring fees or setting and enforcing limits on your use of additions to the Cryos API. We may also impose limits on certain features and services or restrict your access to part of or all of the Cryos API. We may release subsequent versions of the Cryos API and require that you use those subsequent versions, at your sole cost and expense.
We may modify these API Terms at any time with or without prior notice to you. Your continued use of the Cryos API following the release of a subsequent version of these API Terms will be deemed your acceptance of any modifications to these API Terms.
6. Termination
You may stop using the Cryos API at any time without notice. Further, if you want to terminate the API Terms, you must provide Cryos with prior written notice and upon termination cease your use of the Cryos API. Cryos reserves the right to terminate the API Terms with you or discontinue the API or parts hereof or your access thereto for any reason and at any time without liability or other obligation to you.
Upon termination you must immediately stop using the Cryos API and delete any cached or stored content. Those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to clause 4, 6, 7, 8 and 9.
7. Confidentiality
The Credentials are intended to be used by you and identify your API Client. You must keep your Credentials confidential at all times.
You may be given access to certain non-public information, software, and specifications relating to the Cryos API ("Confidential Information"), which is confidential and proprietary to Cryos. You may use Confidential Information only as necessary in exercising your rights granted under these API Terms. You may not disclose any Confidential Information to any third-party without Cryos’ prior written consent. You agree that you will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.
8. Disclaimer of Warranties, Limitation of Liability and Indemnity
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE CRYOS API. YOU UNDERSTAND THAT USE OF THE CRYOS API IS AT YOUR OWN RISK AND THAT WE PROVIDE THE CRYOS API ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE" TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES. 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 CRYOS API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE CRYOS API 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.
CRYOS WILL NOT BE RESPONSIBLE FOR LOST PROFIT, REVENUES OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CRYOS FOR ANY CLAIM UNDER THIS API TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO DKK 35,000. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages.
You will defend, hold harmless and indemnify Cryos and its affiliates, directors, officers, employees from any claim or action brought by a third-party, including all damages, liabilities, costs and expenses, and reasonable attorney fees, to the extent arising from:
your misuse or your end user’s misuse of the Cryos API;
your breach or your end user’s breach of these API Terms; or
your infringement of Cryos’ or third party's intellectual property.
There are no third-party beneficiaries to these API Terms.
9. General Provisions
Applicable Law:
The laws of Denmark, regardless of conflict of laws principles, govern the interpretation of these API Terms and apply to claims arising from or in connecting with these API Terms. The venue in case of a dispute is the Courts of Denmark.
Entire agreement:
These API Terms and any documents incorporated into these API Terms by reference, constitute the entire agreement between you and us regarding the Cryos API 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.
Assignment and Delegation:
You may not assign or delegate any rights or obligations under these API Terms, 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 these API Terms, fully or partially without notice to you.
Intellectual Property Rights:
All rights not expressly granted herein are reserved by Cryos. You acknowledge that all intellectual property rights within the Cryos API remain the property of Cryos and nothing within these API Terms will act to transfer any of these intellectual property rights to you.
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