IMPORTANT - READ CAREFULLY: This API License Agreement (this "Agreement") is a contract between you, as Licensee ("You" or "Licensee") and Five Star Coin and applies to your use of the Five Star Coin API service (the "Service"). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS OUR SERVICES. INSTEAD, IF YOU WISH TO MODIFY THESE TERMS PRIOR TO USING OR ACCESSING OUR SERVICES.
In this Agreement, "you" or "your" means any person or entity using the Service. Unless otherwise stated, "Five Star Coin," "we" or "our" will refer collectively to Five Star Coin and its affiliates. This Agreement is effective as of the date you first access, download or use the API, or clicks the Acceptance button ("Effective Date"), until the time it is terminated. This Agreement incorporates the Five Star Coin Terms of Use, the terms of which also govern your use of the Five Star Coin Service.
Any combination of the foregoing bulleted subsections above are "Permitted Use." Permitted Use is subject to all restrictions identified herein. We will provide to you a key that will permit you to use the API (the "Key"). The Key is the property of Five Star Coin and may be immediately revoked or terminated by Five Star Coin, including your use of the Content or Database in any way not expressly permitted or granted under this Agreement. A "Third Party Service Provider" is any third party service provider who is reasonably needed to undertake the Permitted Use of this Agreement and who is subject to all restrictions herein, including confidentiality provisions at least as restrictive as those set forth in Section 7 ("Confidential Information").
You acknowledge that it is in the best interests of both parties that Five Star Coin maintains a secure and stable environment; to that end, Five Star Coin reserves the right to change the method of access to the API Program, Database and/or Five Star Coin Content at any time. You also agree that, in the event of degradation or instability of Five Star Coin's system or an emergency, Five Star Coin may, in its sole discretion, temporarily suspend your access to the API Program, Database and/or Five Star Coin Content under this Agreement in order to minimize threats to and protect the operational stability and security of the Five Star Coin system.
ACCESS TO THE DATABASE AND YOUR USE OF THE API IS PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY STATED HEREIN, Five Star Coin DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Five Star Coin DOES NOT REPRESENT OR WARRANT THAT THE Five Star Coin SITE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation.
You represent and warrant that you shall at all times comply with all laws and regulations applicable to your products and/or services, related promotional activities and its performance under this Agreement.
Five Star Coin SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER FORM OF ACTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF Five Star Coin IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You shall indemnify Five Star Coin against any and all claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims") which Five Star Coin may incur as a result of any third party actions arising from or relating to: (1) Your or Third Party Service Provider's use of the API Program, the Five Star Coin Content, Database, Services or Technology in excess of the rights granted hereunder or (2) Content, Database, Technology, or Services provided by You or others on your behalf.
Governing Law; Venue. This Agreement shall be construed in accordance with and governed exclusively by the laws of Luxembourg applicable to agreements made among Luxembourg residents and to be performed wholly within such jurisdiction, regardless of such parties' actual domiciles. You agree that any cause of action arising under this Agreement shall be brought exclusively in a court in Luxembourg.
You shall not make any public statement regarding the terms of this Agreement, any aspect thereof, or the API Program without Five Star Coin's prior written approval which may be withheld at its sole discretion.
This Agreement does not create, and nothing contained in this Agreement shall be deemed to establish, a joint venture between the parties, or the relationship of employer-employee, partners, principal-agent, a fiduciary relationship or the like.
You may not assign rights nor delegate duties hereunder without Five Star Coin's prior written consent, which may be withheld at its sole discretion.
If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way.
Any notice under this Agreement shall be in writing and delivered by confirmed e- mail and shall be deemed given upon confirmation of receipt of e mail. Notices shall be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section 15, or to the email address you provide ("Notice")
This Agreement sets forth the entire understanding and agreement of the parties regarding the API Program, and supersedes any and all oral or written agreements or understandings between the parties, as to the API Program, except to the extent that it incorporates Five Star Coin's User Agreement, Privacy and Acceptable Use Policies as described herein. The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.