API USAGE AGREEMENT
Thanks for using our products and services (“Services”). The Services are provided by Filestack (the “Company”), located at 118 Broadway St, #627, San Antonio, TX 78205, United States. By using our Services, you (the “User”) are agreeing to these terms. Please read them carefully.
Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services.
Subject to the terms and conditions of this Agreement, during the term of this Agreement, the Company shall permit the User to use the Company’s API (the “Services”).
The parties desire to conduct the API Usage Agreement further described in this document and incorporated herein by reference (the “Program”). The Program shall continue for the period of time that the User is engaging with the Company. For good and valuable consideration, the parties agree as follows:
(a) General. Subject to the User’s acceptance of and compliance with this Agreement and with the payment requirements for the Services, the Company hereby grants the User a limited, non-exclusive, non-transferable, non-sublicenseable, revocable right and license during the Term (as described below) of this Agreement in and under the Company’s intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features provided by the Company that augment or enhance the current Services shall also constitute “Services” and shall be subject to these terms and conditions. The User may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. The User may not allow any unauthorized third party to access the Services for any purpose whatsoever. All rights not expressly granted under this Agreement are retained by the Company.
(b) Without express permission, you are only licensed to use your api key for a single domain or mobile application.
The User may write a software application or website (an “Application”) that interfaces with the Services. During the Term, the Company will maintain the application programming interfaces found at https://dev.Filestack.com/ (as may be amended, collectively the "Service APIs"). The Company will allow the Service APIs to function in their current state. Any alteration made to the Service APIs will be backward compatible. The User hereby accepts responsibility for all traffic originating from the User’s applications using its account credentials to the Services. The User acknowledges and agrees to take the necessary steps to protect its authentication keys and security credentials. All actions taken using the User’s credentials will be automatically deemed to be actions taken by the User, with all consequences including service termination, civil and criminal penalties.
3. Service and Support
(a) Data Transfer. The Company will store urls on a best-effort basis as long as commercially reasonable.
(b) Personalized integration. The Company will use commercially reasonable efforts to customize the integration to match the look and feel of its products to the look and feel of the User’s application; provided, however, that the User acknowledges and agrees that due to technical, operational and terms of service requirements, the final integration may vary from the expected integration.
(c) Support. The Company will provide email-based support for customers of the Free Plan and prioritized email-based support for customers of the Starter Plan. The Company will provide phone-based support for customers of the Pro Plan. For each of these Plans, the hours for support are 9:00 AM to 6:00 PM Pacific Time, Monday through Friday.The Company will endeavor to answer emails and phone calls placed within these hours within one hour on normal business days, and within 1 business day on non-business days. Emails and phone calls placed outside these hours will be answered the next day. The Company will provide 24x7 support on Enterprise Plans by appointment only.
(d) Service Level Agreements. For Free Plans, the Company will fulfill service level agreements on data transfer and support commitments on a commercially-reasonable efforts basis. For Starter Plans, the Company will provide 99.9% uptime of systems. For Pro Plan and Enterprise Plan customers, the Company will provide 99.9% uptime of systems. In the event of default, the Company will refund usage charges for the month during which the outage occurred. Such refund will be provided as a reversal of charges via stripe or shall be offset against the charges of the subsequent month.
(e) Abuse. The company reserves the right to refuse service and suspend the plan of the User if the usage patterns are atypical. Examples of this behavior include, but are not limited to, using Filestack as a CDN without explict permission of the Company, serving content in violation of copyright or other laws. The Company will refund the payments for pending services as outlined in the following section named "Term and Termination".
4. Branding and Marketing.
(a) Company may identify the User in its own marketing and sales materials, and may include the User Marks in an appropriate area of its website and marketing materials in accordance therewith. The Parties may participate in joint marketing activities from time to time, subject to the prior written approval of each Party.
(b) Without limiting the foregoing, the Parties agree to display each other’s Marks in accordance with any standards provided by the other Party for display. Use of Marks will not mean, or be implied to mean, that there is a transfer of ownership of the Marks between the Parties. Any goodwill accruing to a Party’s Mark from use hereunder shall inure to the benefit of such Party. Neither Party will register or use any trade, company, business or internet domain name which contains any Customer of the other Party’s Marks in whole or in part or any other name which is confusingly similar thereto.
(c) User will use the Company's tokens for authentication to the supported cloud services. User is free to modify the color and the look & feel of the modal/popover to suit the User's needs. In exchange the User will provide Filestack brand exposure as per the modal/popover guidelines listed below. The Filestack brand must be displayed in one of the two formats expressed below:
- Text: "Uses Filestack" with a link back to https://www.Filestack.com/ or Filestack badge: Found at https://www.Filestack.com/partner/ with a link back to https://www.Filestack.com/
- User can place the Filestack logo anywhere within the modal/popover as long as it visible to the user above the fold.
5. Fees and Billing.
(a) Fees. The User will pay all fees due according to the specific Plan.
(b) Billing and Payment Terms. Unless otherwise indicated in the applicable Plan, the Company will invoice the User monthly in advance for fees for all Services, and payment of fees will be due within 30 days after the date of invoice. All payments must be made in U.S. dollars. Late payments hereunder will accrue interest at a rate of 1 ½% per month, or the highest rate allowed by applicable law, whichever is lower.
(c) Taxes. All payments required by this Agreement exclude all sales, value-added, use, on other taxes and obligations, all of which the User will be responsible for and will pay in full.
(d) Cancellation and refunds: The User can cancel the Service at any time by calling 1-888-415-1885. If the user cancels the Service before the end of the month, pro rata charges will be applied for the number of days of usage.
(e) There are overages fees due at the end of month that are charged at different rates baed on the plan you are on. The overages are based off bandwidth, files created, and files converted that occur over the allotment for your specific plan.
6. Term and Termination.
(a) Term. This Agreement will be effective commencing on the Effective Date, and continuing indefinitely thereafter unless and until terminated according to the provisions of this Section 5. The Agreement will automatically renew for additional terms of one year each (the “Term”).
(b) Termination. Either party may terminate this Agreement for convenience upon 30 days’ prior written notice. Either party will have the right to terminate this Agreement immediately if the other party breaches any material term or condition of this Agreement and fails to cure such breach within 10 days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five days after receipt of written notice from Company.
(c) No Liability for Termination. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms.
(d) Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (i) the Company may immediately cease providing Services hereunder; (ii) any and all payment obligations of the User under this Agreement will become due immediately; (ii) within 20 days after such expiration or termination, each party shall return all Confidential Information of the other party in its possession at the time of expiration or termination and shall not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.
(e) Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 5, 6(c), 6(d), 6(e), 7, 8, 9, and 10.
(f) API Keys. Example widgets/api keys are for demonstration purposes only, do not rely on these or their uploaded assets as assets are routinely cleared
(g) You must monitor the Terms of Service yourself for changes.
(h) Your contact info must be accurate.
7. Confidential Information.
(a) General. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products, including the terms and conditions of this Agreement (“Confidential Information”). Confidential Information includes, without limitation, trade secrets, ideas, processes, formulae, computer software (including source code), algorithms, data, data structures, scripts, applications, programming interfaces, protocols, know-how, copyrightable material, improvements, inventions (whether or not patentable), techniques, strategies, business plans, product development plans, timetables, forecasts, customer and supplier lists, product and/or service designs, specifications and schematics, product and/or service costs, product and/or service prices, product and/or service names, financial information, employee information, marketing plans, business opportunities, research activities and results, market research activities and results, and development activities and results. Each party shall not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and shall take reasonable precautions to protect the confidentiality of such information.
(b) Exceptions. Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.
8. Representations and Warranties.
(a) Warranties by the User. The User represents and warrants that User's services, products, materials, data, and information used by User in connection with this Agreement, as well as User’s and its permitted customers’ and users’ use of Services (“User’s Business”) does not as of the Effective Date, and will not during the Term of this Agreement, operate in any manner that would violate any applicable law or regulation. In the event of any breach, or reasonably anticipated breach, of any of User’s warranties herein, in addition to any other remedies available at law or in equity, Company will have the right to immediately, in Company’s sole discretion, suspend any related Services if deemed reasonably necessary by Company to prevent any harm to Company or its business.
(b)Compliance with Law. The User acknowledges that the Company exercises no control over the content of the information passing through the User’s websites and that it is the sole responsibility of User to ensure that the information it transmits and receives complies with all applicable laws and regulations.
(c)Warranties and Disclaimers by Company. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND USER'S USE OF THE SERVICES IS AT ITS OWN RISK. COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Company does not warrant that the Services will be uninterrupted, error-free, or completely secure.
9. Limitation of Liability.
(a)Exclusions. The Company will not be liable to the User for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages, loss of data, or interruption of the User’s Business, even if Company is advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.
(b)Maximum Liability. THE COMPANY'S MAXIMUM AGGREGATE LIABILITY TO THE USER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY HEREUNDER FOR THE PRIOR 12 MONTH PERIOD.
(c)Basis of the Bargain; Failure of Essential Purpose. The User acknowledges that the Company has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
(a)Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.
(b)Non-Solicitation. During the period beginning on the Effective Date and ending on the first anniversary of the termination or expiration of this Agreement in accordance with its terms, the User will not, and will ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by Company during such period.
(c)Governing Law; Dispute Resolution, Severability; Waiver. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) will be resolved at the request of either party through binding arbitration. Arbitration will be conducted in Alameda County, California, under the rules and procedures of the American Arbitration Association (“AAA”). The parties will request that AAA appoint a single arbitrator. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
(d)Assignment. The User may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the Company, except that the User may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Any attempted assignment or delegation without such consent will be void. The Company may assign this Agreement in whole or part. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
(e)Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, if to the Company, to the address below, and if to the User, to the address indicated on the signature page below, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered, mailed or sent, whichever is earlier.
(f)Relationship of Parties. The Company and the User are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the Company and the User. Neither the Company nor the User will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.
(g)Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.
11. Third Party Copyrights
Filestack respects the intellectual property rights of individuals and companies, and expect the users of the applications we power to similarly respect intellectual property rights and all applicable laws and regulations. Filestack is not responsible for infringing content - if you are a copyright owner and believe your copyright has been infringed, please send us a notice to contact@Filestack.com in accordance with DMCA Takedown policies.
If there are any questions regarding these terms of service
you may contact us using the information below.
118 Broadway St, #627
San Antonio, TX 78205
Changes made to this Policy
- December 17, 2015: Changed product name to Filestack. Updated the corresponding email addresses.
- June 18, 2013: Changed product name from Filepicker.io to Filepicker. Changed company name to Ink. Updated the corresponding email addresses.
- March 12, 2013: Added a section on Branding and Marketing. Added a subsection on abuse.
- March 7, 2013: Corrected a change in address from Palo Alto to San Francisco and removed reference to "Exhibit A" which was unnecessary.
- Nov 5, 2012: Change in address from Palo Alto to San Francisco and removed the specification that we only stored urls for four hours.
- Aug 14, 2012: Added language to clarify our Third Party Copyright and DMCA policies.
- July 9, 2012: Initial Version