Terms and Conditions

 

These terms and conditions, together with any documents referred to herein (the “Terms“) between Obermind Ltd (registered number: 12128098) a company whose registered office is at 64 Southwark Bridge Road, London, SE1 0AS, United Kingdom (“Obermind“) and the customer identified on a relevant order form (the “Customer“) submitted by the Customer and accepted by Obermind (the “Order Form“) are effective from the date indicated on the Order Form.

 

  1. Overview

    1. Obermind has developed services, including data and software services (the “Services”) which include, without limitation: 
      1. the Obermind Website at: https://obermind.com, user interface and documentation as well as any programming fixes, modifications, enhancements, improvements, updates, additions, derivative works and related material (the “Obermind Website”); 
      2. The Obermind Platform, user interface, documentation, software libraries, reference implementations, Application Programming Interfaces (API), Software Development Kits (SDK) and other related demonstration code and downloadable applications including Obermind Flow, Obermind Stream, Obermind Cloud, Obermind DB and all presets, algorithms, plugins, API’s, SDK’s, source code, data and other contents or read-only versions of other Obermind products supplied by Obermind as well as any programming fixes, modifications, enhancements, improvements, updates, additions, derivative works and related material (“Software”);
      3. the Obermind API (Application Programming Interface), user interface, and documentation as well as any programming fixes, modifications, enhancements, improvements, updates, additions, derivative works and related material (“API”); 
      4. data, that includes without limitation data provided by third parties (each, an “Obermind Data Supplier”), which is made available via the Obermind Website, Software or API (as appropriate) (the “Data”); and 
      5. where specified in the relevant Order Form, the ability for a Customer to provision managed or self-managed hosting within a cloud-based environment the Software and/or API and third-party software applications for which the Customer holds valid licences, as well as the User Content (the “Cloud Services”).
    2. Obermind’s privacy and cookies policies, which are updated from time to time, and copies of which can be found at https://obermind.com/privacy-policy and https://obermind.com.com/cookie-policy (the “Privacy and Cookies Policies”), set out the terms on which Obermind uses cookies and processes any personal data it collects from the Customer or that the Customer provides to Obermind.
    3. These Terms together with the Privacy and Cookies Policies, the Order Form and any Schedule are the “Agreement“, and any conflict between them shall be resolved in favour of the relevant Order Form provided the intention and meaning of the relevant provision of such Order Form is clear.
    4. By signing the Order Form or using the Services you acknowledge and agree to be bound by the Agreement.
  2. Licence and Intellectual Property Rights

    1. Obermind hereby grants to the Customer, for the duration of any period as set out in the relevant Order Form (the “Contract Term”), a personal, non-exclusive, non-sublicensable and non-transferable right to access and use the Services for personal or internal business use only, subject to the terms of this Agreement. All rights not expressly granted to the Customer under this Agreement are reserved by Obermind (and/or its licensors).
    2. In the case of a business entity, the Customer agrees that all end-users who will use the Services will be its customers, employees, temporary employees or individual contractors whose access must be for the sole benefit of the Customer and in compliance with this Agreement. The Customer is responsible for such representatives’ compliance with this Agreement. The number of end-users whom the Customer may permit to use the Services is set out in the relevant Order Form. The Customer undertakes to Obermind that it will: 
      1. not attempt to circumvent any of the security features of the Services;
      2. ensure that there is no multiple use of logins i.e. each user code/user name must be assigned to a single individual and used by that individual only to access the Services; and 
      3. not enable or allow others to access the Services using any user codes or user names provided to it. The Customer shall notify Obermind immediately of any unauthorised use of any passwords, user codes or user names or any other known or suspected breach of security.
    3. The Customer shall be responsible for installing any software and/or hardware required to use the Services.
    4. The Customer agrees that the Services (and all related trademarks and service marks (whether registered or unregistered)) are the sole property of Obermind and the Software, API and Data is the sole property of Obermind or, where appropriate, its licensor and that it will not (without express written consent from Obermind): 
      1. create derivative works based on the Services except to the extent such derivative works are an essential technical function of the Customer’s use of the Services; 
      2. reproduce the Services, sell or assign, license or disclose or otherwise transfer or make available the Services in any form to any third party;
      3. remove or alter any proprietary notices or marks on the Services; or
      4. copy, modify, reuse, disassemble, decompile, reverse compile, reverse engineer, frame, mirror or otherwise translate the Services or any portion thereof except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
    5. The Customer shall not under any circumstances: 
      1. use information or source code from the Services to build a database or application or service for use as a substitute for the Services; 
      2. use information or source code from the Services to build a database or application or service for resale or for access by a third party in competition with Obermind and/or the Services; 
      3. authorise or, by failure to exercise commercially reasonable efforts to protect information from the Services in its possession, permit such information to be made available in any way to a third party for resale in competition with Obermind; or 
      4. provide access to or information from the Services to a third party for resale in competition with Obermind or to a third party that plans to resell to a further third party access to the Services or information obtained from the Services.
    6. Obermind (or its relevant licensors) shall own all right, title and interest, including but not limited to all intellectual property rights, in and to the Services. The Agreement is not a sale agreement and does not convey to the Customer any rights of ownership in or related to the Services. Obermind reserves the right to, at any time without prior notice, make modifications to the design, operational methods, specifications, systems, and other functions of the Services.
    7. The Customer shall have sole responsibility for and hereby warrants to Obermind the accuracy, quality, integrity, legality, non-infringement of any third party intellectual property rights, reliability and appropriateness of all data, including and data derived from such data, which is uploaded to or entered into the Services by the Customer, on the Customer’s behalf by Obermind or a third-party (the “User Content“) and Obermind shall have no liability whatsoever for such User Content. For the avoidance of doubt, the Customer shall be responsible for obtaining and maintaining all licences required for the use of the User Content within the Services, including payment of all associated licence fees and other costs and the Customer shall ensure that such User Content complies with generally accepted content standards.
    8. Save as specified in the Agreement, all intellectual property rights in the User Content will remain vested in the Customer (or its relevant licensors). The Customer hereby grants to Obermind a perpetual, royalty free, non-exclusive, non-transferable licence to use, store, modify and copy the User Content in order to perform the Agreement. The Customer hereby warrants to Obermind that it has the full requisite power and authority to grant Obermind such usage rights in the User Content and that there are no additional consents or approvals required for granting such usage rights.
    9. If you provide Obermind with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you for the Software or the Services (“Feedback“), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and Obermind shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Materials or the Software. You hereby grant Obermind a royalty-free perpetual, irrevocable, transferable, sublicensable, nonexclusive license under all rights necessary to so incorporate and use your Feedback for any purpose, including to make and sell products and services.
  3. Data Usage

    1. The Order Form specifies the Customer’s allocated quota of downloads, Cloud Services or calls to the API (the “Customer Quota”).
    2. Each used download, Cloud Services or call within the Customer Quota shall be deemed non-exchangeable and non-refundable.
    3. Upon the expiration of the Contract Term, any unused Customer Quota will lapse.
  4. Warranties

    1. Each of Obermind and the Customer warrants to the other that: 
      1. it possesses the legal right and ability to enter into the Agreement; and
      2. neither the performance of its obligations under this Agreement nor the use of the Services will violate any applicable laws, rules or regulations in the United Kingdom and, in the case of the Customer only, any jurisdiction other than the United Kingdom where it accesses the Services, or cause a breach of any agreements it has with any third parties
    2. The Customer warrants and undertakes to Obermind that: 
      1. it is entering into this Agreement for business purposes only, i.e. it is not contracting as a ‘consumer’; 
      2. it will at all times supply truthful and accurate information to Obermind and will not misrepresent itself to the public through its use of the Services; 
      3. it will not unreasonably interfere with other Obermind customers’ use of Obermind services (for example, but without limitation, through the Customers unreasonable and excessive use of the Services); and 
      4. it shall use the Services only for lawful purposes and in accordance with the Agreement.
    3. In the event of any breach of any of the foregoing warranties and undertakings of the Customer, in addition to any other remedies available at law or in equity, Obermind has the right, immediately on prior written notice, to suspend or terminate this Agreement and/or the Customer’s use of the Services.
    4. The Customer shall not: 
      1. attempt to circumvent any security measures or technical limitations of the Services; 
      2. mis-use the Services in a way which harms the interests of Obermind, the Obermind Website, Software, API, any of Obermind’s affiliates, the Services or other customers of Obermind (including, without limitation, by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful or by attacking the Obermind Website via a denial-of-service attack or a distributed denial-of-service attack); 
      3. forge headers or otherwise manipulate identifiers (including without limitation URLs) in order to disguise the origin of any Data transmitted through the Obermind Website; 
      4. create an application that may be used to violate the Agreement or other site policy; and/or 
      5. adversely affect Obermind or Obermind’s name, reputation, image or goodwill in connection with the Customer’s use of the Services.
  5. Maintenance and Support

    1. Obermind shall use reasonable efforts to ensure that maintenance of the Services, which may require interruption of the Customer’s access to the Services or any material part of it (“Maintenance Events“), shall not be performed during “Normal Business Hours” (9.00 am to 6.00 pm local UK time, Monday to Friday, excluding public holidays) provided that Obermind may interrupt access to the Services at any time to perform essential emergency maintenance. Obermind will endeavour to give at least two weeks’ notice of scheduled maintenance, to be carried out outside of Normal Business Hours.
    2. Maintenance includes all regularly scheduled error corrections, software updates and those upgrades limited to improvements to features described in the Order Form.
    3. Obermind shall maintain and update the Services. Should the Customer determine that the Services include a defect, the Customer may at any time file error reports by contacting the helpdesk at: [email protected] During maintenance periods, Obermind may, at its discretion, upgrade versions, install error corrections and apply patches to the Services or any part of it. Obermind shall use all reasonable endeavours to avoid unscheduled downtime for maintenance.
    4. The Customer shall have sole responsibility for providing support in connection with equipment, data integration tools and processes operated, developed or maintained by the Customer, including without limitation those used to:
      1. access the Services via the internet; and
      2. connect the Services to the Customer’s other software and databases.
    5. The Customer acknowledges that the Services may include software, data and information provided to Obermind by third parties, and therefore the correction of errors and resolution of defects and other problems may require third party action and not be entirely within Obermind’s control.
  6. Nature of Services and Warranty Disclaimer

    1. The content accessed through use of the Services is provided for general information only and is not intended to be used as the sole basis for any business decision. It is not intended to amount to advice (of any nature) on which the Customer should rely. The Customer must obtain professional or speciality advice before taking or refraining from any action made based on the result of content accessed through use of the Services.
    2. To the maximum extent permitted by law, Obermind expressly disclaims all warranties and representations with respect to the Services not expressly set forth in the Agreement, whether express, implied, statutory or otherwise, including without limitation, any implied warranty of fitness for a particular purpose, accuracy or completeness of responses or results from use of the Services, that the Services will meet specific requirements, will be available or uninterrupted, secure or free of software errors. The Customer acknowledges and agrees that the Services are provided on an “as is” basis and, to the maximum extent permitted by law, without any warranty of any kind and that the entire risk as to the quality and performance of the Services shall be borne by the Customer.
    3. Obermind does not and cannot control the flow of information to or from Obermind’s network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times actions or omissions of such third parties can impair or disrupt the Customer’s connection to the internet (or portions thereof). Obermind cannot guarantee such events will not occur. Accordingly, to the maximum extent permitted by law, Obermind disclaims any and all liability resulting from or related to such events.
    4. Obermind will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Customer’s computer equipment, computer programs, data or other proprietary material due to the Customer’s use of the Services or to the Customer’s downloading of any content on the Obermind Website or Services, or on any website linked to the Obermind Website or Services, except where (and to the extent that) the matter causing the loss or damage is due to Obermind’s gross negligence or wilful default. For the purposes of this Clause 6.4 “gross negligence” means any act or failure to act committed by Obermind which, in addition to constituting negligence, is such a wanton and/or reckless conduct or omission that it constitutes utter disregard for harmful, foreseeable and avoidable consequences but shall not include an error of judgement or mistake made in good faith, and “wilful misconduct” means a deliberate act or omission of Obermind that deviates from a reasonable course of action or from any provision of the agreement that is done or omitted to be done with knowledge of or conscious indifference or intent to the harmful, avoidable and reasonably foreseeable consequences.
    5. Obermind makes reasonable commercial efforts to ensure content accessible through the Services is up to date and accurate. However, because Obermind obtains content from a number of different sources (including information provided by the Customer) Obermind does not endorse, support, represent, warrant or guarantee the completeness, truthfulness, accuracy, or reliability of any content accessed or accessible using the Services. If the Customer does become aware of any inaccurate or incorrect content accessed or accessible using the Services (in particular pertaining to the Customer) the Customer should inform Obermind by email to [email protected] and Obermind will use its reasonable endeavours to investigate such concern and, where appropriate and possible, correct inaccurate data. Some Content is provided and generated by third party sources. Should the Customer have any concerns about inaccurate or incorrect content in this regard the Customer should contact Obermind at [email protected] and Obermind will use its reasonable endeavours to pass such concern onto the appropriate third party provider. The Customer understands that by using the Services, it may be exposed to content that might be inaccurate or deceptive. Under no circumstances (save as required by law) will Obermind be liable in any way for any content accessed, or any loss or damage of any kind incurred as a result of the accessing by the Customer of the Services.
    6. Obermind assumes no responsibility for the content of websites linked on the Services. Such links should not be interpreted as endorsement by Obermind of those linked websites will not be liable for any loss or damage that may arise from the Customer’s use of them.
  7. Payments and Invoicing

    1. The Customer shall pay for use of the Services in accordance with the fees, charges and billing terms set out in the Order Form (the “Fees”). Fees quoted are exclusive of, and the Customer shall pay, VAT applied to the Fees, at the appropriate rate. Payment shall be made in full prior to usage of any Services to the account designated by Obermind. If payment is not made prior to usage of the Services or within 7 days from the invoice date, if applicable, Obermind may charge interest at the rate of one point five (1.5) per cent per month, and will consider suspending and may suspend access to the Services until payment is received.
  8. Confidentiality

    1. Neither Obermind nor the Customer shall, even after the expiration of the Agreement use or disclose to any third parties any Confidential Information which such party has received from the other. “Confidential Information” shall mean any information, technical, commercial or of any other kind, whether written, oral or in electronic form, except such information which is publicly known or which has come to the public knowledge in any other way than through breach of this secrecy undertaking, or has been: 
      1. independently developed without access to such party’s Confidential Information; 
      2. rightfully received from a third party; or 
      3. required to be disclosed by law or by a governmental authority.
    2. Obermind shall be entitled to refer to the Customer’s use of the Services in press releases, other public announcements, advertising and other communications aimed at third parties (including email and webpages).
    3. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
  9. Third Party Claims

    1. In the event that the Customer is notified by a third party that such party claims rights in the Services or that use of the Services infringes the rights of such third party, the Customer agrees to: 
      1. notify Obermind as soon as reasonably possible; and 
      2. at Obermind’s request, immediately cease to use any element of the Services that allegedly infringes third party rights.
  10. Liability

    1. In no event shall:
      1. either party’s aggregate liability under this Agreement exceed an amount equal to twelve months’ Fees, save that the foregoing limitation shall not apply to any liability of the Customer arising under this Agreement in connection with: 
        1. any obligations to pay money; and 
        2. the access and/or use of the Services, Data, Software, API or Cloud Services otherwise than as expressly permitted by this Agreement; or
      2. Obermind be liable under the Agreement for any indirect, special, incidental or consequential damage, or any damages for loss of profits or revenue by the Customer, any business interruption, any loss of anticipated savings, any loss of goodwill, opportunity or reputation, whether based in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.
    2. Without limitation of any other provision of the Agreement, no Obermind Data Supplier shall be liable to the Customer for any losses, damages, liabilities, claims, costs, actions and/or expenses suffered or incurred by the Customer as a result of the use of Data by or provision of Data to the Customer.
    3. Nothing in the Agreement shall be construed as excluding or limiting any person’s liability for: 
      1. death or personal injury caused by negligence; 
      2. fraud; or 
      3. any other liability which cannot be excluded or limited under applicable law.
  11. Termination

    1. Either party shall be entitled to terminate the Agreement with immediate effect by serving written notice on the other party in the following circumstances: 
      1. if the other party commits a material breach of any of its obligations under the Agreement which is not capable of remedy; 
      2. if the other party commits a material breach of any of its obligations under the Agreement which is not remedied within twenty-eight (28) days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination; 
      3. if the other party has passed a resolution for its winding up (save for a voluntary winding-up for the purpose of a voluntary reconstruction or amalgamation), is subject to a petition presented to any court for its winding-up (save for a voluntary winding-up for the purpose of a voluntary reconstruction or amalgamation), is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator given by any person, or is the subject of a notice to strike off the register at Companies House, or is dissolved or declared bankrupt, or has a receiver, administrator or administrative receiver appointed over all or part of its assets, or enters into an arrangement with its creditors, or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, or ceases to trade or takes or suffers any similar action; and/or 
      4. (in the case of termination by Obermind only) if Obermind lose the right to distribute any Data or third party software as contemplated by the Agreement.
    2. Termination of the Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party which have accrued before termination (including, without limitation, payment obligations) or which are expressly stated to continue to have effect beyond termination.
    3. Upon termination of the Agreement, the Customer’s access to the Services and/or the Software will cease.
  12. General

    1. The Agreement represents the entire agreement between Obermind and the Customer relating to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, agent, employee or representative of either of the parties as well as applicable non-mandatory local laws and international regulations.
    2. Obermind reserves the right to modify the terms and conditions of the Agreement at any time to the extent that such changes are required as a result of change to applicable laws or regulations. Obermind shall use all reasonable efforts to provide the Customer with reasonable prior written notice of any such modifications. In the event of any such modification of this Agreement by Obermind, the Customer shall have the right, within 10 days after the date of receipt of written notice of the changes or the effective date of the modifications (whichever is later), to terminate this Agreement upon written notice to Obermind. Continued use of the Services after any such notice period shall constitute acceptance by the Customer of these changes.
    3. Except for any payments due hereunder, neither party shall be responsible or liable for any failure to perform its obligations due to causes beyond its reasonable control, including but not limited to acts of God, war, riots, terrorist acts, embargoes, acts of civil or military authorities, fires, floods, earthquakes, accidents, labour conflicts, failure of any communications services for the duration of any such circumstances or cause.
    4. Neither party may assign, charge, transfer or deal in any other manner with the Agreement in whole or in part without the prior written consent of the other party save that Obermind shall be entitled to sub-contract any or all of its obligations under the Agreement to a sub-contractor but by doing so it shall be responsible for the acts and omissions of the sub-contractor to the same extent as if it had carried out the obligations itself pursuant to the Agreement.
    5. If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision and the validity of the other provisions of the Agreement shall not be affected thereby.
    6. Nothing in the Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to the Agreement save that a Obermind Data Supplier may enforce a term of this Agreement where it is an intended beneficiary.
    7. Nothing in the Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
    8. If either party fails to exercise a right or remedy that it has or which arises in relation to the Agreement, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident
    9. A waiver of any breach or provision of the Agreement shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach or provision. Any waiver of a breach of any term of the Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of the Agreement.
    10. It is a condition of the Agreement that neither of the parties shall be bound by, or liable to the other party for, any representation, promise or inducement (other than fraudulent misrepresentations) made by it or by any agent or person on its behalf which is not expressly contained in the Agreement.
    11. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
    12. In the Agreement: 
      1. any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time; 
      2. the singular includes the plural and vice versa; 
      3. the headings are for ease of reference only and shall not affect the construction or interpretation of the Agreement; and 
      4. wherever the words “including”, “include”, “includes” or “included” are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires.

 

Schedule: Community License

 

  1. Customer desires to obtain a limited license of the Software for personal use or use internally in case of a business entity solely in connection with building, developing and testing own applications that interoperate with or incorporate the Software (“Application“) for the purposes of evaluation.
  2. By downloading or using the Software and/or Services, Customer hereby agree to the Terms of this Agreement.This Agreement is entered into between Obermind and Customer and/or the entity on whose behalf Customer is downloading or using the Software.
    1. You may not use the Software if you do not accept this Agreement.
    2. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept this Agreement or use the Software on behalf of your employer or other entity.
  3. Subject to the Terms, Obermind grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license during the Contract Term of this Agreement
    1. to use or authorise employees to use the Software internally solely in connection with building, developing and testing the Application
  4. Restrictions
    1. You acknowledge that the foregoing license does not include any right to 
      1. redistribute, sell, lease, license, modify or otherwise way create any derivative works of any portion of the Software, or 
      2. distribute, deploy, or otherwise utilise Applications on a public, production, commercial, or other similar purpose other than internal use for evaluation and the development of non-public, experimental Applications (any other public, production, commercial, or similar use requires a separate agreement with Obermind), or 
      3. use or implement any undocumented Software feature or API, or use any documented Software feature or API other than in accordance with applicable documentation.
  5. Reservation of Rights
    1. The Software is owned by Obermind and licensed, not sold, to you. The Software, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services, and all other elements of the Software and related documentation, are protected by copyright, trade dress, patent, and trademark laws of the United Kingdom and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (collectively, the “Intellectual Property Rights“). 
    2. You agree that Obermind or its subsidiaries or affiliated companies and/or its third-party licensors own all legal right, title and interest in and to the Software, including any and all Intellectual Property Rights. Obermind reserves all rights not expressly granted in this Agreement. You do not acquire any right, title or interest to the Software, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement.
    3. You agree that the form and nature of the Software or API or any other Services provided by Obermind may change without prior notice to you and that future versions of the Software or other Services may be incompatible with any Application developed on previous versions of the same. 
    4. You agree that Obermind may stop (permanently or temporarily) providing the Software or features within the Software to you or to users generally at Obermind’s sole discretion, without prior notice to you
    5. Nothing in this Agreement gives you a right to use any of Obermind’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
  6. Purpose and Use
    1. Obermind agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any Application that you develop using the Software. 
    2. If your Application stores personal or sensitive information provided by end-users, it must do so securely. 
    3. You agree that you will not engage in any activity with the Software, including the development or distribution of an Application that interferes with, disrupts, damages, or accesses in an unauthorised manner the servers, networks, or other properties or services of Obermind or any third party. 
    4. You agree that you are solely responsible for (and that Obermind has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display. You agree that you are solely responsible for (and that Obermind has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Obermind or any third party may suffer) of any such breach.
    5. Nothing in this Agreement will impair Obermind’s right to independently develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, the Applications or any other products, software or technologies that you may develop, produce, market, or distribute.
  7. Third Party Software
    1. The Software consists of a package of components, including references to certain third party software (“Third Party Software“) that are provided by their authors under separate license terms (the “Third Party Terms“). Your use of the Third Party Software in conjunction with the Software in a manner consistent with this Agreement is permitted, however, you may have broader rights and/or restrictions under the applicable Third Party Terms. Obermind cannot accept any responsibility for the Third Party Software or your use thereof.
  8. Termination
    1. Obermind may at any time, terminate this Agreement with you: 
      1. f you have breached any provision of this Agreement; or 
      2. at Obermind’s convenience.
  9. Usage
    1. Refer to Data Usage in Terms.  

Schedule: API License

  1. Customer desires to license the API, which is a collection of APIs designed to permit Customer to receive Data from Obermind so that Customer can incorporate it to an application or service or enhance an existing application or service (“Application”).
  2. By downloading or using the API and/or Services, Customer hereby agree to the Terms of this Agreement.This Agreement is entered into between Obermind and Customer and/or the entity on whose behalf Customer is using the API.
    1. You may not use the API if you do not accept this Agreement.
    2. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept this Agreement or use the API on behalf of your employer or other entity.
  3. Subject to the Terms, Obermind grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license during the term of this Agreement
    1. to use the API to develop, test, and support the Application; 
    2. to distribute or allow access to Customer’s integration of the API within the Application to end users of the Application; and 
    3. to display the Content received from the API within the Application. Customer has no right to distribute or allow access to the stand-alone API.
  4. Restrictions
    1. Except as expressly and unambiguously authorised under this Agreement or by Obermind in writing, Customer shall not 
      1. use the API for any illegal, unauthorised or otherwise improper purposes, or in any manner which would violate this Agreement or breach any laws or regulations, or violate the rights of third parties; 
      2. use the API in a manner that, as determined by Obermind in its sole discretion, exceeds reasonable request volume, constitutes excessive
      3. use the API in conjunction with, or combine content from the API with, Obermind content obtained through scraping or any other means outside the official Obermind API; 
      4. interfere with or disrupt Obermind services or servers or networks connected to Obermind services, or disobey any requirements, procedures, policies or regulations or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Services; networks connected to Obermind services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the API.
  5. Proprietary Rights
    1. As between the parties, Obermind owns all rights, title, and interest in and to the API and to all output and executables of the API, and, subject to the foregoing, 
    2. Customer owns all rights, title, and interest in and to the Application. Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed withheld. 
    3. All Data must be deleted when your subscription to the API ends.
  6. Usage
    1. Refer to Data Usage in Terms.