Last updated: May 02, 2019

API Terms of Service

Thank you for using Xola’s API, developer tools, and associated software (collectively, the “API”). By accessing or using the API, you are entering into a legally binding agreement with Xola that is governed by the terms below as they may be revised from time to time and by any applicable policies and guidelines (collectively, the “Terms”).

These API TOS and the rights and obligations contained herein are in addition to and are incorporated into the General Terms of Service, which applies to all Xola Users ("Terms of Service"), by reference. Please read the General Terms of Service carefully, as it contains important provisions governing our relationship, including a binding arbitration provision and class action waiver, a disclaimer of warranties, and limitation of liability. Nothing in these API Terms shall be deemed to modify, waive, amend or rescind any other term of the General Terms of Service. In the event of a conflict, the General Terms of Service shall control.

We periodically update these Terms. We will post the updated Terms at https://www.xola.com/agreement-api and update the “Last Updated” date above to reflect the date of the most recent version. We encourage you to review these Terms periodically.

Preliminary Matters

These API Terms of Service (“API TOS”, “Agreement”) are entered into as of the Effective Date by and between Xola, Inc. ("Xola," “we”, “our” or “us”), a Delaware C Corporation, and a business or individual or party other than Xola using the API ("Developer," “you” or “your”). Hereafter, Xola and Developer may be collectively referred to as the “Parties”.

Agreement

Having considered and agreed to the above Preliminary Matters and the terms and conditions below, the Parties hereby mutually agree to the foregoing and as follows:

1. Definitions

  1. "Xola Account" means a business account registered to use Xola Services.
  2. "Account Credentials" means any passwords or other access credentials that allow you to access a Xola Account.
  3. "API" or "API Service" means all developer tools, functions, definitions, communications protocols, associated software, executables, and Content accessed from the Service.
  4. "App" means a software application, website, product, service, or integration between products and services you create using the API.
  5. "App Authorization" means an authorization workflow on the App Store that discloses to the End User what data and functionality is accessed and how the information is used. The authorization workflow requires End Users to agree to presented terms and authorize the App before installation is permitted.
  6. "App Store" means the Xola application marketplace, located at https://www.xola.com/app-store and from within the software application, where Suppliers may discover, authorize, activate, and deactivate Apps associated with their account.
  7. "Content" means any data or content accessed via the API.
  8. "Developer Credentials" means any passwords, keys, tokens, or other access credentials that allow you to access the API or Content.
  9. "End User" means any user of your App, which may include but is not limited to Xola Providers and Guests, as defined in the General Terms of Service.

2. API License

Subject to the terms and conditions herein, Xola grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the API to develop, test and support your App and to allow access to your integration of the API within your App to End Users of your App, in each case, (a) in compliance with the General Terms of Service, including without limitation, these API TOS, and (b) to the extent permitted under all applicable local, state, provincial, national and other laws, rules and regulations. You have no right to distribute or allow access to the stand-alone API. All rights not expressly granted to you are reserved by Xola.

3. Obligations and Restrictions

  1. Registration & Obtaining Permission

    1. Accepting Terms: You may not use the API and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from using or receiving the API under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the API.
    2. Use on Entity’s Behalf: If you are using the API on behalf of a company or other entity, you represent and warrant that you have full legal authority to bind it to these Terms. You acknowledge that all references to “you” in the Terms refer to that entity.
    3. Use by End Users: You will require your End Users to comply with the Terms and all applicable laws.
    4. Updating Your Information: When registering for the API, you may be required to submit information about yourself. All registration information you provide must be accurate and up to date at all times. You will inform us promptly of any updates.
  2. Access

    Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right, without the right of sublicense, to access and use the API. Access is provided by issuing Developer Credentials to you. You will not share your Developer Credentials with anyone outside your organization. You will not collect, store, share, or use Xola Account Credentials or Developer Credentials that were not granted and issued to you directly by Xola.

  3. Responsibility

    You are solely responsible for your App and any use of your App by Users. Among other things, this means that you are responsible for maintaining your own user agreement and privacy policy for users of your App and complying with those policies. Your user agreement must permit you and the users of your App to comply with our General Terms of Service, API Terms of Service, and Privacy Policy. Your privacy policy must be at least as protective of Personal Data as Xola’s Privacy Policy.

  4. Storage of Content

    As a general matter, you may store Content relating to future events, but you may not store any Site Content relating to events that have occurred in the past. The only exception to storing Content relating to past events is if a User has given you explicit permission to use and store Content relating to that User's past events. This means that without explicit User permission you cannot store data or other Content related to that User's past events or any other past events.

  5. Security & Privacy

    1. Overview

      Xola takes the security and privacy of its Users seriously. Therefore, we have adopted certain minimum requirements that your App must meet from a security and privacy perspective that are described in greater detail below.

    2. Accordance with Xola Privacy Policy

      By using our API you agree that Xola may use submitted information in accordance with our Privacy Policy.

    3. User Consent

      Your App must include a user agreement and privacy policy in accordance with applicable law. Your privacy policy shall accurately describe the collection, use, and disclosure of data and must otherwise comply with applicable law. You must secure, via App Authorization on the App Store, prior, clear, express consent from each Xola User whose Content you access via the Xola API, that grants you permission, to the extent applicable: (i) to access such User's Xola Account(s); (ii) to retrieve, store and use Content from such account(s); and (iii) to write information to such account(s). Your notice seeking such consent shall be specific as to each purpose for which you will access, retrieve, store, use and write each type of Content. You will strictly comply with the scope of express consent granted you at all times with respect to Content obtained from such User account(s). You will delete all Content for those Users who have revoked consent.

    4. Data Insulation

      Any data accessed by your App via the Xola API must not be shared with 3rd parties nor with other Apps built by you or your organization.

    5. Contact and Cooperation

      You must be reasonably available for Xola to contact you with regard to any security questions or concerns. You can change the name of your contact by signing up for a new App key, providing the updated contact information, and using the new App key in lieu of your existing key. If we cannot contact you or we believe that the circumstances require immediate action on our part, then without limiting other rights or remedies we may have, we may suspend your access to the Xola API during the period of a security issue.

    6. Virus Precautions

      You agree that your App and any related documents and other materials that you provide to Xola will first be checked by you with Internet industry standard up-to-date antivirus and anti-worm software prior to being introduced to the Services and that you will not knowingly or negligently introduce any virus, worm or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services.

    7. Industry Standards

      You will always use and have in effect, appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards with respect to the sensitivity of the data you are accessing or providing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (iii) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of personal data. You warrant that your networks, operating system and software of web server(s), routers, databases, and computer systems (collectively, the "Systems") are properly configured to securely operate your App and store Content. You must not architect or select Systems in a manner to avoid the foregoing obligations. You will keep all Developer Credentials that we issue to you confidential. You will work with us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. If your App experiences a security deficiency or intrusion, you will coordinate with us on any public statements (e.g. press, blog posts, social media, etc.) before publication.

    8. Reporting

      You must promptly report any security deficiencies in or intrusions to the Systems that impact or compromise our Site, Site Content, Services, or Xola API, to Xola in writing via email directly to support@xola.com ATTN: CTO. You will work with Xola to correct any security deficiency promptly. In the event of any such security deficiency or intrusion, you will collaborate with us to make any statements (i.e. press, blogs, bulletin boards, etc.) regarding such instance.

    9. Security Reviews

      Xola has the right, at its own expense, to inspect and review documentation related to your App, your Systems and your compliance with this API Terms of Service. Any such review will be conducted during regular business hours in such a manner as not to materially interfere with normal business activities. You will (at your own expense) promptly correct any security flaws determined to exist by Xola based on such inspection and review. You will then promptly certify to Xola in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken.

  6. Deletion

    If a User stops using your App or requests to cancel their use of your App, you must promptly delete all Content collected by your App. You must immediately delete all Content if we terminate your use of the API, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.

  7. Monitoring

    You agree that we may monitor your use of the API to ensure quality, improve our products and services, and verify your compliance with the API TOS. You agree to assist us with this monitoring by providing us with information about your App and storage of Content, which includes access to your App and other materials related to your use of the API. If you do not demonstrate full compliance with these Terms, we may restrict or terminate your access to the API without notice to you.

  8. Permitted Uses

    You will comply with all applicable laws (including laws regarding the import or export of data or software, privacy laws, and local laws). You may only access the API to the extent we provide documentation at https://developers.xola.com/. You will comply with our API Usage Guidelines outlined at https://developers.xola.com/.

  9. Limits & Restrictions

    You will not engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the API, us, our customers, or the public.

    You will not create an App that (a) recreates core functionality of, or replaces, any Xola product or service; in cases when a separate commercial agreement grants permission to do so, you will not commercialize, sell, transfer, distribute, or extend such functionality to any other party; or (b) aggregates retrieved Content with third party content in such a way that an End User cannot attribute the Content to us. You will not copy, reformat, reverse-engineer, or otherwise modify the API or any Xola product or service.

  10. Rate Limit

    There is a rate limit per App or service utilizing the Xola API and you agree that you shall comply with that rate limit at all times. The rate limit is 900 calls per 15 min per App per Xola Account. These rate limits and restrictions are subject to change from time to time at our discretion, effective immediately upon posting. Your use of any methods intended to subvert rate limiting is a violation of these API Terms and will result in immediate and irrevocable suspension of your license and access to our API.

  11. Other Restrictions

    Notwithstanding the license granted under Section 2, you hereby agree that you shall not:

    1. use the Xola API to support your App if any Content in your App would violate our General Terms of Service.
    2. use the Xola 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), or in any manner inconsistent with our General Terms of Service, including without limitation, the Privacy Policy and these API Terms;
    3. use the Xola API to operate any mission critical App where human life or property may be at stake;
    4. reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Xola API (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local, state, provincial, national or other law, rule or regulation);
    5. rent, lease, sell, resell, distribute, or give access to the Xola API, Services, or Content for commercial purposes;
    6. remove or alter any proprietary notices or labels on or in the Xola API or Site Content;
    7. engage in any activity that interferes with or disrupts the Services;
    8. use the Xola API in a manner that fails to comply or is inconsistent with any part of the Xola API documentation located at https://developers.xola.com/; or
    9. use the Xola API in, or to develop, a product or service that competes with products or services offered by Xola.

4. Ownership and Relationship of Parties

  1. Xola Ownership

    We do not acquire ownership in your App, and by using the API, you do not acquire ownership of any rights in the API or the Content. Xola owns all rights, title, and interest (including without limitation all intellectual property rights) in and to the Xola API and API Service and any and all suggestions for correction, change and modification to the API Service and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Xola by you (collectively "Feedback"). You agree that by submitting or providing any suggestions, enhancement requests, comments, recommendations, ideas or other feedback regarding the Services or other Digital Properties or the use, features or operation thereof (collectively, “Suggestions”), you automatically grant Xola a license to any of your intellectual property rights therein. Accordingly, you hereby grant to Xola a royalty-free, worldwide, irrevocable, perpetual, sublicensable license to use, and incorporate into the Services and other Digital Properties, any Suggestions. Except for the express licenses granted in these API TOS, Xola does not grant you any right, title or interest in the Xola API or API Service.

  2. Your App and Content

    You represent and warrant to Xola that the use by Xola and its Users of your company, organization, or product name and/or logo ("Your Content") and your App will not violate the rights of any third party (e.g. any intellectual property or other proprietary right), or any applicable law. You hereby grant to Xola a paid-up, royalty-free, nonexclusive, worldwide, irrevocable, sublicensable right and license, under all of your intellectual property rights, to copy, use, perform, and display your App and its content for purposes of marketing, demonstrating, and making your App available to Users. You may not issue any public announcement regarding your use of the Xola API that suggests partnership with Xola without Xola’s prior review and written approval. Following the termination of the license granted to you and upon written request from you, Xola shall use reasonable efforts to remove all references and links to your App from the Services.

5. Rights We Reserve

At any point in the future, we reserve the right to do any of the following: charge fees for access to any of the API, offer or cease to offer support for the API, modify the API and require you to use those subsequent versions, require you to use the API in a different manner, deprecate any API in our sole discretion, or independently develop products or services that may compete with your Apps or other products and services.

If we determine that your use of the API or Developer Credentials is against the interests of us or our customers, we reserve the right to deactivate any Developer Credentials you have obtained, block your IP address(es), or otherwise block your use of the API.

6. Branding & Publicity

  1. Branding

    You grant to us all necessary rights to produce and distribute incidental depictions, including screenshots, video, or other content from your App, as well as to use your company or product names and logos, in order to promote, market, and demonstrate the API and associated Xola products. During the term of this Agreement, you may use our trademarks as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with your App; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

  2. Feedback

    We encourage all users to comment on the API, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the API, without payment to you.

7. Term and Termination

  1. Term

    These Terms will apply for as long as you use the API, until terminated.

  2. Termination

    You may terminate the license and your access to and use of the API by discontinuing use of all of the API and closing your API developer account. We may suspend or terminate your use of all or any of the API for any reason and at any time, without liability or other obligation to you.

  3. Effect of Termination

    Upon termination: (1) all rights and licenses granted to you will terminate immediately; (2) you will promptly destroy (or at Xola’s election, return to Xola), all Xola Confidential Information in your possession or control; (3) you must delete all Content stored pursuant to your use of the API and certify destruction in writing to Xola within 30 days; and (4) cease all use of our trademarks. We may independently communicate with any customer whose account(s) are associated with your App and Developer Credentials to provide notice of the termination of your right to use an API.

8. Support

Xola reserves the right to change, suspend, or discontinue any aspect of the API at any time, including the availability of any Xola API.

9. Fees & Payment

Xola reserves the right to charge fees for future use of or access to our API in our discretion. If Xola decides to charge for access to the API, you do not have any obligation to continue to use such API.

10. Confidentiality

"Xola Confidential Information" means all non-public Xola information relating to the API, and any other information designated in writing by Xola as "Confidential" or an equivalent designation. Without granting any right or license, Xola agrees that Xola Confidential Information does not include information that (i) is or becomes (through no improper action or inaction by you) generally available to the public, or (ii) was in your possession or known by you without restriction prior to receipt from Xola, or (iii) was rightfully disclosed to you by a third party without restriction, or (iv) was independently developed by you without use of any Xola Confidential Information. In addition, you shall not disclose Xola Confidential Information to any third party without Xola’s prior written consent, except in instances that you reasonably determine that you are required by a Legal Requirement, provided you use reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allow Xola to participate in the proceeding (to the extent permitted by the Legal Requirement). For purposes of this Agreement, "Legal Requirement" means any law, rule, regulation, order, subpoena, interrogatory, discovery request, or other legal requirement of a governmental authority. You shall not disclose your developer passwords or other credentials to any third party, and you shall not use Xola Confidential Information except for the express purpose for which it was disclosed.

11. No Exclusivity

"Xola Confidential Information" means all non-public Xola information relating to the API, and any other information designated in writing by Xola as "Confidential" or an equivalent designation. Without granting any right or license, Xola agrees that Xola Confidential Information does not include information that (i) is or becomes (through no improper action or inaction by you) generally available to the public, or (ii) was in your possession or known by you without restriction prior to receipt from Xola, or (iii) was rightfully disclosed to you by a third party without restriction, or (iv) was independently developed by you without use of any Xola Confidential Information. In addition, you shall not disclose Xola Confidential Information to any third party without Xola’s prior written consent, except in instances that you reasonably determine that you are required by a Legal Requirement, provided you use reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allow Xola to participate in the proceeding (to the extent permitted by the Legal Requirement). For purposes of this Agreement, "Legal Requirement" means any law, rule, regulation, order, subpoena, interrogatory, discovery request, or other legal requirement of a governmental authority. You shall not disclose your developer passwords or other credentials to any third party, and you shall not use Xola Confidential Information except for the express purpose for which it was disclosed.

12. Limitations

  1. Warranties

    WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE API OR THE CONTENT FOR ANY PURPOSE. THE API MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE API AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE API AND CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

  2. No Indirect Damages

    TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

  3. Limitation of Liability

    IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE AMOUNT, IF ANY, YOU PAID US TO USE THE API DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

13. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of: (a) your use of the API; (b) your violation of these Terms;(c) your violation of applicable privacy laws or regulations; or (d) the violation of any copyright, trademark, service mark, trade secret or United States patent by your App or brand features. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

14. General Terms and Conditions

  1. Disclaimer

    Developer understands and agrees that Xola provides references to various products and services offered by Developers and other third parties. Xola does not evaluate, and is not responsible for, any products or services provided by any third party. NOTHING IN THIS AGREEMENT SHALL RESULT IN XOLA BEING LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES RESULTING FROM A REFERRAL TO ANY THIRD PARTY PRODUCT OR SERVICE DEVELOPER.

  2. Governing Law

    The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of California, U.S., without reference to its conflicts of laws principles or any other principles that would result in the application of the laws of a different jurisdiction. Any Dispute (as defined below) arising under this Agreement shall be resolved in accordance with U.S. federal law and the laws of the State of California. The Parties agree if Section 14.2 below is deemed to be null and void, all Disputes arising between Parties under this Agreement shall be subject to the exclusive jurisdiction of the San Francisco Superior Court and the western division of the U.S. District Court for the Central District of California. The Parties hereby consent to the exclusive jurisdiction of such courts and submit to the personal jurisdiction and venue of such courts.

  3. Survivability

    The following sections shall survive the expiration or termination of this Agreement:

    • Storage of Content (Section 3.4)
    • Security & Privacy (Section 3.5)
    • Deletion (Section 3.6)
    • Rights We Reserve (Section 5)
    • Branding, Publicity, and Feedback (Section 6)
    • Term and Termination (Section 7)
    • Limitations (Section 12)
    • Indemnification (Section 13)
    • General Terms and Conditions (Section 14)
  4. Assignment and Assumption

    You may not assign or delegate any right or obligation under this Agreement without our prior written consent, which we may withhold at our sole discretion. We may require any proposed assignee of this Agreement to enter into a new written agreement with us. We may assign or delegate any of our rights or obligations under this Agreement (or this Agreement as a whole) to any Person or entity.

  5. Severability and Construction

    If any provision of this Agreement shall be held by a court, arbitrator, or other tribunal of competent jurisdiction to be invalid or unenforceable, the other portions of this Agreement shall remain in full force and effect. This Agreement shall be interpreted without regard to any presumption or rule requiring construction against the party that caused this Agreement to be drafted. Within these API TOS, except where the context clearly otherwise requires, the singular shall include the plural and vice versa, and the words “include”, “includes” and “including” are deemed to be followed by the phrase “but not limited to”, “without limitation” or words of similar import.

  6. Notices

    1. All notices, requests, demands, and other communications shall be validly given if delivered in person, by facsimile transmission, by electronic mail, by internationally recognized courier service or by registered or certified mail addressed to the other party at the address provided in the Developer Order or in the signature block of these API TOS, unless such party has notified the other party of a substitute contact information in writing pursuant to this Section 14.7.
    2. Notices delivered in person or sent via facsimile or electronic mail during normal business hours shall be deemed to be received on the same date. Notices forwarded by registered or certified mail shall be deemed to be delivered three (3) days after such notice was mailed.
  7. Relationship

    The Parties will be doing business at their own risk and for their own profit. The Parties are independent contractors. Nothing in this Agreement shall constitute a joint venture, partnership, or agency relationship between Developer and Xola or authorize either party to make any representation on behalf of or in any way to bind the other party to any obligation of any kind, express or implied, to any third party, or to incur any liability on behalf of the other party

  8. Compliance with Laws

    We will comply with all applicable U.S. state, federal laws, and international laws in our provision of the API. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the API and Content, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the API or Content to prohibited countries or individuals or permit use of the API or Content by prohibited countries or individuals.

  9. Export Compliance

    The Services, related software components, other technology, and derivatives thereof may be subject to the export laws and regulations of the United States and other jurisdictions. You shall not use the Services in violation of any export law or regulation including the Export Administration Act of 1979, as amended (the “Act”), any successor legislation and the Export Administration Regulations issued by the Department of Commerce under the Act. You represent that you are not named on any U.S. government denied-party list. You shall not access or use the Services if you are located in a U.S.-embargoed country. You shall not provide access to the Digital Properties to any government, Person, or entity located in any such jurisdiction.

  10. Force Majeure

    Neither party shall be liable hereunder by reason of delay or failure in performance caused by force majeure, that is, circumstances beyond the reasonable control of a party, including, without limitation, acts of God, fire, flood, war, terrorist attack, armed conflict, embargo, civil unrest, labor unrest, power outage, Internet virus, denial of service attacks, or shortage of or inability to obtain materials and equipment.

  11. No Informal Waivers

    The failure or delay of either party to exercise any right or enforce any provision of this Agreement, at any time or for any period of time, shall not be construed to be a waiver of that right or provision, or of the right of such party thereafter to enforce that right or provision.

  12. No Third Party Beneficiary

    The benefits and protections provided by this Agreement shall inure solely to the benefit of the Parties. This Agreement shall not be deemed to create any right in any Person or entity who is not a party to this Agreement and shall not be construed in any respect to be a contract, in whole or in part, for the benefit of any third party.

  13. Entire Agreement; Amendment

    Parties agree that this Agreement constitutes the entire agreement between Developer and Xola relating to the API and associated subject matter hereof, and supersedes all previous representations, understandings, and agreements, whether oral or written, or whether established by custom, practice, policy, or precedent, between the Parties with respect to the subject matter of this Agreement. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the API or dependent on any oral or written public comments made by us regarding future functionality or features of the API.

    We may update and change any part or all of these Terms, including fees associated with the use of the API. If we update or change these Terms, the updated Terms will be posted at http://www.xola.com/agreement-api. The updated Terms will become effective and binding on the next business day after they are posted. When we change these Terms, the "Last Updated" date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms periodically. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

  14. Injunctive Relief

    You acknowledge that the unauthorized use or disclosure of the Content or any Developer Credentials may cause irreparable harm to us or our customers. Accordingly, you agree that we will have the right to obtain an immediate injunction against any breach or threatened breach of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

  15. Questions

    All questions and requests for customer service or technical support should be directed to the Xola Customer Service Team at

    Xola, Inc.
    25 Taylor Street,
    San Francisco, CA 94102

    You may email questions to support@xola.com ATTN: CTO.