API TERMS OF SERVICE

Effective Date: January 28, 2021

These API Terms of Service (“Terms”) are an agreement between FlyPard Analytics GmbH (“GeoPard”, “us”, “we” or “our”) and you (“you” or “your”) which sets forth the general terms and conditions of your use of the FlyPard’s Application Programming Interface (API).

Your use of the API is possible only after the conclusion of an appropriate separate contract (“Contract”). These Terms are an integral part of the Terms and Conditions (https://geopard.tech/terms), together these Terms and Terms and Conditions are the integral part of the Contract, and by concluding the Contract you also agree to these Terms and Terms and Conditions.

We may make changes to these Terms from time to time, and will notify you in advance when such changes take effect.

1. DEFINITIONS
1.1. GeoPard Materials means web applications https://app.geopard.tech/https://agri.geopard.tech/ and all software, documentation, data, systems along with other materials located in the web applications https://app.geopard.tech/https://agri.geopard.tech/.
1.2. Your Materials means any content, information, and other data received or collected by us for the purpose of services performance under the Contract or otherwise in connection with the Terms.
1.3. Intellectual Property Rights means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

2. API USAGE FEE
2.1. Fee. API is provided on the fee basis the amount of which depends on the scope of GeoPard Materials accessed via API and is subject matter to each individual Contract.
2.2. No refund. Except when required by law, fees are non-refundable.

3. USE OF API
3.1. Registration. In order to access API you may be required to provide certain information (such as contact details) as part of the registration process for the API. Any registration information you give to GeoPard shall always be accurate and up to date and you’ll inform us promptly of any updates. GeoPard will provide you with access credentials that permit you to access the API. The access credentials are the property of GeoPard and may be revoked if you share them with any third party (other than as allowed in the Terms), if they are compromised, if you violate the Terms or the GeoPard Terms of Service, or if GeoPard terminates the Terms.
3.2. Confidentiality of access credentials. The access credentials are confidential information. You are fully responsible for maintaining the confidentiality of the access credentials, in particular, to prevent access by third parties. Hereby you confirm that you are aware and agree that if any person has been identified within the API using your access credentials, such person is recognized as you and any activity of such person is considered as your activity. We are not responsible for any consequences that occurred as a result of access by a third party to your access credentials.
3.3. Allowed actions. When accessing API you are able to interact with GeoPard Materials to retrieve information necessary for your own business needs, including needs of your users in the frame of providing agricultural services to them without making downloadable copies of it unless required to perform activity in accordance with the listed needs, provided that your business needs do not violate the Terms. You must delete all copies when they are no longer required for the purpose for which they were created.
3.4. Your obligations. You shall comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws) and ensure that your users comply with and meet the Terms requirements and the regulations listed herein. You and your users shall also comply with API limitations and prohibitions set out herein.
3.5. API limitations. Your use of the API is limited to the purpose of facilitating your own use of GeoPard Materials. We reserve the right to set and enforce other limits on your use of the API (e.g. limiting the number of API requests that you may make or the number of users you may serve) which will be agreed with you in the Contract.
3.6. API prohibitions. When using the API, you may NOT (or allow those acting on your behalf):
– Distribute or allow access, sublicense the use of API to a third party.
– Perform an action with the intent of introducing to GeoPard products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
– Defame, abuse, harass, stalk, or threaten others.
– Interfere with or disrupt the API or the servers or networks providing the API.
– Promote or facilitate illegal activity, unlawful online gambling or disruptive commercial messages or advertisements, adult content.
– Reverse engineer or attempt to extract the source code from API or any related software.
– Remove, obscure, or alter any GeoPard terms of service or any links to or notices of those terms.
– Misrepresent or mask your identity.
– Implement features or business practices that unlawfully harm our professional reputation.
– Promote or operate any product or service that competes with the GeoPard.
– Use the API, deliverables, GeoPard Materials and any intellectual property and data pertaining to us for training any computer models or conduct any other activities for the purpose of building or replicating the API, deliverables, GeoPard Materials, performing functions and features available in GeoPard Materials directly or indirectly.

4. DATA USE
4.1 Prohibited data use. You will NOT (and will NOT allow those acting on your behalf):
– Use GeoPard Materials for any purpose except to the extent necessary for (1) agricultural data synchronization, (2) field management and (3) field monitoring.
– Misrepresent the source of ownership regarding GeoPard Materials.
– Use GeoPard Materials for any research or publication purpose without our prior written consent and permission to research or publish, as applicable, GeoPard Materials.
– Use GeoPard Materials for your commercial purposes except as expressly permitted herein.
– Use GeoPard Materials for any other purpose not listed herein.
– Sell, lease, sublicense, or otherwise transfer, directly or indirectly, GeoPard Materials to any third party unless needed for your provision of agricultural services to your users provided that such services do not violate the Terms.
4.2. Data storage. Except as provided in the Terms, you may not copy or store any GeoPard Materials, or any information expressed by or representing GeoPard Materials (such as hashed or otherwise transformed data).
4.3. Credentials storage. You may store access credentials provided to you by us for verification purposes.
4.4. Deletion. You must promptly and securely delete all collected GeoPard Materials either (1) upon our request or (2) termination of the Contract.

5. API MONITORING
5.1. YOU AGREE THAT GEOPARD MAY MONITOR USE OF THE API TO ENSURE QUALITY, IMPROVE GEOPARD PRODUCTS AND SERVICES, AND VERIFY YOUR AND YOUR USERS’ COMPLIANCE WITH THE TERMS. This monitoring may include GeoPard accessing and using your websites and applications, for example to identify security issues that could affect GeoPard or its users. You will not interfere with this monitoring. We may use any technical means to overcome such interference. We may suspend access to the API by you without notice if we reasonably believe that you or your users are in violation of the Terms.
5.2. User privacy. You will comply with all applicable privacy laws and regulations including those applying to personal data. You will provide and adhere to your privacy policy that clearly and accurately describes to your users what user information you collect and how you use and share such information (including for advertising) with GeoPard and third parties.

6. CONTENT. INTELLECTUAL PROPERTY
6.1. Reservation of Rights. Nothing in these Terms grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the API, GeoPard Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the API and GeoPard Materials are and will remain with GeoPard.
6.2. Ownership. GeoPard does not acquire ownership in your websites and software, and by using our API, you do not acquire ownership of any rights in our API or the GeoPard Materials.
6.3. Your Materials. You hereby, during the term of use the API, grant all rights and permissions in or relating to Your Materials to us: (a) as are necessary to provide you with the GeoPard Materials available via API; and (b) as are necessary to enforce these Terms and perform obligations hereunder; (c) as are necessary for purposes of improvement of our own products and services without disclosing such Your Materials to third parties.
6.4. Content accessible via API. Our API contains some third party content (such as text, images, etc.). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our API may be subject to Intellectual Property Rights, and, if so, you may not use it unless you are licensed or allowed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

7. PRIVACY
7.1. Your registration data. When registering, you will need to provide us with a certain set of contact information. We use this information on the basis of the need to execute the Contract to identify you in the system and be able to provide you with an API.
7.2. Direct marketing. Your email address provided at registration may be used by us to send service-related communications under our common legitimate interest based on the balance of interests, which is to provide you with the best offers on the best terms.
7.3. Privacy Policy. For more details on the collection and use of personal data by GeoPard, please, see our Privacy Policy (https://geopard.tech/policy).
7.4. Your users data. If personal data of your users is processed during the use of the API, you represent and warrant that you have obtained all necessary consents in connection with such processing and that you are fully responsible for compliance with all applicable data protection laws.

8. CONFIDENTIALITY
8.1. Confidential information. Our communications to you and our API may contain GeoPard confidential information. GeoPard confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without GeoPard prior written consent.
8.2. Marketing activity. By accepting these Terms you grant us a permission to make references to you as our client on our websites, social media and in our promotional materials, make news releases for marketing purposes along with placement of your logo, service marks or trade marks (whatever is applicable).

9. TERMINATION
9.1. The Terms are terminated upon termination of the Contract.
9.2. Upon termination, you must cease your use of the API.
9.3. Upon any termination of the Terms you will immediately stop using the API, and delete any cached or stored GeoPard Materials.
9.4. When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 6 (Content. Intellectual Property), 8 (Confidentiality), 9 (Termination), 10 (Liability), 11 (General provisions. Miscellaneous), and 12 (Contact information).

10. LIABILITY
10.1. Warranties. EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, GEOPARD DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE API. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE API, THE SPECIFIC FUNCTIONS OF THE API, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE API “AS IS”.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
10.2. Limitation of liability. WE WILL BE RESPONSIBLE ONLY IN CASES PROVIDED IN CONTRACT OR LAW.
TO THE EXTENT PERMITTED BY CONTRACT OR LAW, THE TOTAL LIABILITY OF GEOPARD FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE API DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY UNLESS OTHERWISE SET OUT IN THE CONTRACT.
10.3. Indemnification. You agree to indemnify, defend, and hold us harmless against all claims, liabilities, damages, losses or expenses to the extent arising out of the negligence, wilful misconduct, breach of contract or violations of law by you at fault, its employees, agents, subcontractors or assigns in the performance of these Terms.
10.4. Force Majeure. In no event will GeoPard be liable or responsible, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term herein, when and to the extent such failure or delay is caused by any circumstances beyond GeoPard reasonable control (“Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the effective date of these Terms, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

11. GENERAL PROVISIONS. MISCELLANEOUS
11.1. General legal terms. We each agree to contract in the English language. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.
11.2. Governing law. Any issue relating to the use of API will be governed by the laws of Germany without regard to conflicts of laws principles.
11.3. Dispute resolution. The parties will endeavor to resolve all disputes, controversies and claims that may arise in connection with the execution, termination or invalidation of the Terms by negotiations. The party which has any claims and/ or disagreements shall send message to the other party indicating the claims and/ or disagreements that have arisen. The message is sent to the following e-mail address: to you – to the e-mail used for verification purposes; to us – to info@geopard.tech. If dispute, disagreement or claim was not solved by negotiations, such dispute shall be resolved in the competent courts of Cologne, Germany.
11.4. Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms 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.
11.5. No waiver of rights. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
11.6. Titles and interpretation. The clauses titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
11.7. Assignment. These Terms of Use and your rights and obligations herein, may not be assigned by you without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void. We may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without your consent. The terms of these Terms shall be binding upon assignees.
11.8. Contract. In the event of any discrepancy between Contract, these Terms and any other documents, the terms of the Contract shall prevail.

12. CONTACT INFORMATION
12.1. Any notice provided to GeoPard pursuant to these Terms should be sent to info@geopard.tech.
12.2. If you think API does not work correctly please contact us at info@geopard.tech.

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