Commercial CPS API Customer Agreement (Rev.B 2018-04-25)
1. Licensed Uses and Restrictions
The Commercial CPS API is owned by Combain and is licensed to User on a non-exclusive, non-sublicensable basis on the terms and conditions set forth herein. These terms define legal use of the Commercial CPS API and all updates or revisions. All rights not expressly granted to User are reserved by Combain.
1.2 User shall not:
1.2.1. Use the Commercial CPS API for any application that constitutes, promotes or is used in connection with spyware, adware, or other malicious programs or code.
1.2.2 Use the Commercial CPS API in any manner or for any purpose that violates any law or regulation, or any right of any person; including but not limited to intellectual property rights, rights of privacy, or rights of personality.
1.2.3 Use the Commercial CPS API in a manner that adversely impacts the stability of CPS API.com servers or adversely impacts the behavior of other applications using the Commercial CPS API.
1.2.4 Keep a copy of the CPS API data received. However, to reduce the number of requests when a user submits same cell many times, a copy of last received cell location information is allowed to be cashed locally.
1.2.5 Sell, lease, or sublicense the Commercial CPS API.
2. Description of Service
The Commercial CPS API is a service that allows User to receive location in latitude and longitude based on cell id and wifi data. The CPS API is delivered over HTTP and is hosted on servers operated by Combain.
3. Term, Termination and Suspension
This agreement will commence once User agree to the Commercial CPS API terms and by checking the Accept box. The agreement will remain in effect until terminated by User or Combain in accordance with the terms outlined below.
3.1. Money back guarantee. User may terminate the agreement within fourteen (14) days of payment with a full refund, assuming the service has not started to be utilized.
3.2 User may terminate this agreement for any reason or no reason at all, at User’s convenience, by either providing us fourteen (14) days advance written notice of termination or neglecting to make renewal payments when balance is zero. If terminating by a written notice, any remaining balance in User’s account with value above 100 EUR will be refunded. Balance below 100 EUR will not be refunded.
3.3 We may suspend User’s right and license to use the Commercial CPS API, or terminate this agreement in its entirety (and, accordingly, cease providing all services to User), for any reason or for no reason, at our discretion at any time by providing User ninety (90) days advance notice. Any balance in User’s account will if so be refunded.
3.4 We may immediately and without prior notice to User, suspend User’s access to the Commercial CPS API, or terminate this agreement in its entirety (and, accordingly, User’s right to use all services), for any of the causes below:
User fail to obey the licensed uses and restrictions clause above or use the Commercial CPS API in a way that disrupts or threatens the service.
User are in default of User’s payment obligations
Combain receives notice or otherwise determines, at our sole discretion, that User may be using the Commercial CPS API for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party
Combain determines, at our sole discretion, that our provision to User of the Commercial CPS API is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.
Upon termination of this agreement for any reason: (i) User remain liable for all fees, charges and any other obligations User have incurred through the date of termination; (ii) all of User’s rights under this agreement shall immediately terminate.
4. Ownership and Relationship of Parties
Combain owns all rights, title, and interest in and to the Commercial CPS API. These terms grant User no right, title, or interest in any intellectual property owned or licensed by Combain, including (but not limited to) the Commercial CPS API and Combain trademarks. User agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms.
Combain provides support for the Commercial CPS API only. Any integration with User’s systems remains User’s responsibility. Combain will endeavor to address service interruptions in a timely manner. Combain shall use commercially reasonable efforts to provide email support to API users. Email support means the ability to make requests for technical support assistance by email at any time concerning the use of the API services.
6. Fees and Payments
Fees for use of the Commercial CPS API are payable in advance according to price list on www.combain.com. Each request User make to the Commercial CPS API counts as one (1) request if the cell id is found and coordinates are responded. If the cell id is not found, the request is not counted. In order to ensure uninterrupted service, renewal payments must be made prior to User’s request balance has reached zero. Purchased requests are valid for 1 (one) year from last purchase date. To avoid that purchased requests expire, new purchase of requests has to be made within one year from last purchase. Payment is made by credit card after logging in on portal available on www.combain.com.
7. Disclaimer of Any Warranty
COMBAIN DOES NOT REPRESENT OR WARRANT THAT THE COMMERCIAL CPS API IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE COMMERCIAL CPS API IS PROVIDED ‘AS IS’ WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND COMBAIN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. USER’S USE OF THE COMMERCIAL CPS API IS AT USER?S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE COMMERCIAL CPS API INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO USER?S COMPUTER SYSTEM OR LOSS OF DATA
8. Limitation of Liability
COMBAIN SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE COMMERCIAL CPS API, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT COMBAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL COMBAIN’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY USER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Release and Waiver
To the maximum extent permitted by applicable law, User hereby release and waive all claims against Combain, and its subsidiaries, affiliates, officers, agents, licensers, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to User?s use of the Commercial CPS API. In addition, User expressly waive and relinquish any and all rights and benefits which User may have under any law principle of similar effect, to the fullest extent permitted by law.
10. Hold Harmless and Indemnity
To the maximum extent permitted by applicable law, User agree to hold harmless and indemnify Combain and its subsidiaries, affiliates, officers, agents, licensers, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to User’s use of the Commercial CPS API, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgements, litigation costs and attorneys’ fees, of every kind and nature. Combain shall use good faith efforts to provide User with written notice of such claim, suit or action.
11. General Terms
11.3 This Agreement or any issues arising out of or in connection with this Agreement shall be governed by and construed in accordance with the substantive laws of Sweden. Any disputes, controversy or claim shall be handled by the District Court in Lund. Prior to any initiation of legal actions, the parties shall jointly engage in trying to find a mutual agreement, without initiating legal actions.