LAST UPDATED: 27TH NOVEMBER 2020
Terms Of Service for API-based service integrations
These Terms of Service are effective on November 1, 2020 for all customers agreeing to these Terms of Service for the first time.
If you have previously agreed to a version of our Terms of Service before November 1, 2020, please note that these previously released Terms of Service will be replaced and these Terms of Service will be effective as of December 1, 2020. Please be aware that by continuing to use our Services after December 1, 2020, you are accepting these Terms of Service.
1. Scope and Parties
In these Terms of Service (hereafter “Agreement” or “Terms”), “we”“us”“our” or “eyeson” will refer collectively to eyeson Gmbh, Plüddemanngasse 106, 8042 Graz, Austria.
The terms “you” “your” and “Customer” will refer to you. To be eligible to register for a customer account in order to use the eyeson Services, you must review and accept these Terms by clicking on the “I Accept” or “Get Started” button or other mechanism provided.
If you are registering for a customer account in order to use the eyeson Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to eyeson that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization). The exception to this is if that organization has a separate written agreement with eyeson covering the use of the eyeson Services, in which case that agreement will govern such use.
PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND EYESON. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” OR “GET STARTED” BUTTON AND YOU SHOULD NOT USE THE EYESON SERVICES.
When we refer to the “eyeson Services” in these Terms, we mean to include all products and services that eyeson offers, and that you order under an Order Form or by using the eyeson customer account. This also includes eyeson services provided to you on a trial basis or otherwise free of charge.
When we refer to the “eyeson API” or “eyeson API-based service for video meetings” we mean an application programming interface for the eyeson Services provided to you by us.
eyeson provides a licence for a Software as a Service (SaaS) “API-based service for video meetings” described in its latest Service Level Agreement (SLA) which is part of these Terms.
These Terms govern the purchase, access and use of software-as-a-service from eyeson by the Customer. The Terms become effective when eyeson accepts Customers’ order, upon renewal of an order or upon Customers’ use of eyeson SaaS (defined in Section 2) and will remain in effect unless terminated pursuant to section 18 (Termination).
2. eyeson Software-as-a-Service
eyeson Software-as-a-Service” or “eyeson SaaS” means the eyeson branded online software solutions that eyeson makes available for Customer accessible through a network connection, each as described in the API-documentation and other exhibits or attachments that are each made part of this Terms (collectively, “API-documentation”). The full “API-documentation” of the eyeson SaaS “API-based service for video meetings” is described under the following links:
- https://github.com/eyeson-team/ (on GitHub)
- https://help.eyeson.com/ (general help for eyeson functionality)
- https://www.eyeson.com/developers/ (developers landing page)
The terms for use for all eyeson Services is stated in the API-documentation. When eyeson refers to the “API-documentation” eyeson means all of the eyeson API instruction manuals and guides, on-line help files and technical documentation made publicly available by eyeson for the Services, which may be updated from time to time.
When eyeson refers to the “Customer Application” eyeson means any software application or service that Customer makes available to End Users that interfaces with the eyeson Services.
Customer may place orders (“Order”) for eyeson SaaS through our website, customer-specific portal, or by letter or e-mail (each upon eyesons acceptance). The term of each eyeson SaaS subscription is stated in the applicable Order and begins on the date that eyeson SaaS is made available to Customer (“SaaS Order Term”).
4. Access Rights
eyeson will make the eyeson SaaS available to Customer in accordance with these Terms, including API-Documentation, service level agreement “SLA” and any Order accepted by eyeson.
Customer may use eyeson SaaS, on a non-exclusive basis, solely to:
- use the API-Documentation and eyeson API as needed to develop Customers’ Application;
- use and make the eyeson SaaS available to End Users in connection with the use of each Customer Application in accordance with the API-Documentation
- use the Services as necessary for Customers’ activities pursuant to these Terms
During the valid SaaS Order Term, Customer may access and use eyesons’ SaaS in accordance with this Agreement. Customer is responsible for any and all use of eyesons’ SaaS through Customers’ credentials or any account that Customer may establish. Customer agrees to maintain the confidentiality of Customers’ account, credentials, and any passwords necessary to use eyeson SaaS. Should Customer believe that there has been unauthorized use of Customers’ account, credentials, or passwords, Customer must immediately notify eyeson.
5. Usage, Responsibilities and Limitations
Subject to Customer compliance with these Terms, eyeson grants Customer a limited, non-exclusive, non-assignable, non-transferable, revocable license to develop, test, and support Customers’ Application, and allow their customers to use Customers’ integration of the eyeson SaaS within Customers’ Application. Customer may use the eyeson SaaS only as expressly permitted in the Terms.
Customer also agrees not to use eyeson SaaS (i) to create, design, develop, enhance, produce, sell, license, promote, market, or distribute any material, software, or content that is intended for any use other than use with eyesons’ services or software, or (ii) to recreate the features or functionality of eyesons’ services or software, or (iii) to create or distribute any derivative work of the eyeson SaaS except as expressly permitted herein. No other licenses are granted to Customer by eyeson under these Terms.
Customer acknowledges and agrees that he is solely responsible for the content, development, operation, support, and maintenance of his Application, as well as all activity related to his use of the eyeson SaaS. Accordingly, Customer represent and warrants that his use of the eyeson SaaS and his Application will not infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations.
Customer may not use the eyeson SaaS, or any information, data or content accessed or obtained using the eyeson SaaS, or his Application:
- For any purpose other than as expressly permitted in the Terms.
- In a way that is obscene, pornographic, vulgar or offensive, or that promotes illegal or harmful activities or substances.
- In a way that is deceptive, fraudulent, false, or misleading.
- In a way that violates applicable laws or regulations, including:
(i) Illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws.
(ii) Intending to exploit minors in any way.
- In any environment or context requiring fail-safe performance (e.g., emergency medical care, hazardous activities) or in which the failure of Customer Application, the access to or use of eyeson SaaS, or eyesons’ services or software could lead to death, personal injury, or property or environmental damage.
- In a way that could limit, impair, harm, or damage eyeson, the eyeson SaaS, any of eyesons’ services or software, including anyone’s use of the eyeson SaaS or any of eyesons’ services or software.
- To disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks that connect to or which can be accessed via the eyeson SaaS.
- To identify, exploit, or publicly disclose any potential security vulnerabilities.
- To reverse engineer, decompile, disassemble, or derive source code, underlying ideas, algorithms, structure, or organizational form of the eyeson SaaS, or eyesons’ services or software.
- To introduce, or in a way that could introduce, any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
- To falsify or alter any unique referral identifier in, or assigned to an application, or otherwise obscure or alter the source of queries coming from an application to hide a violation of the Terms.
eyeson may limit or suspend the Services immediately upon notice of one or many of the above causes.
6. Changes to the eyeson Services
The features and functions of the eyeson Services, including the eyeson SaaS and eyeson SLA, may change from time to time. It is Customers’ responsibility to ensure that calls or requests he makes to the eyeson Services are compatible with the then-current eyeson Services. Although we try to avoid making changes to the eyeson Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to implementing those changes.
7. Payment terms
7.1 Prices and Taxes
Prices will be as quoted in writing by eyeson or, in the absence of a written quote, as set out on eyesons’ website, customer-specific portal, or eyeson published list price at the time an order is submitted to eyeson. Prices are exclusive of taxes, duties, and fees unless otherwise quoted. If a withholding tax is required by law, please contact eyeson order representative to discuss appropriate procedures.
7.2 Invoices and Payment
Customer will make all of the payments due hereunder in accordance with the following applicable payment method:
- If Customer elects to pay via credit card, then Customer is responsible for either (i) enabling auto-recharge on Customers’ account(s) or (ii) ensuring that Customers’ account has a sufficient positive balance to cover all fees due. If, for any reason, Customer has a negative balance on his account(s), then we reserve the right to suspend the Services.
- If Customer elects to receive invoices and this is agreed to between the parties in writing, then invoices will be sent to Customer via email as a PDF. Customer will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. If Customer is overdue on any payment of undisputed fees and fails to pay within ten (10) business days of a written notice of Customers’ overdue payment, then eyeson may assess, and Customer must pay a late fee. Following the notice of non-payment, we may also suspend the Services until Customer pays the undisputed fees due plus any late fees.
8. Customer-provided SaaS Data
9. Personal Data
9.1 Customer Data Processing
If, in the course of providing eyeson SaaS, eyeson agrees in writing to process Customer Personal Data, eyeson shall process such data only as permitted under this Agreement and in compliance with data protection legislation to which eyeson is subject as a service provider and processor of Customer Personal Data.
9.2 Customer Personal Data
“Customer Personal Data” means personal data of which Customer is the controller and which eyeson processes in the course of providing eyeson SaaS. The terms “controller”, “processor”, “process”, “processed”, “processing”, and “personal data” used in this Agreement shall be as defined by EU Directive 95/46/EC, unless otherwise defined by applicable data protection legislation.
10. Data Security
eyeson implements technical and organizational measures to protect Customer-provided SaaS Data.
11. eyeson SaaS Performance and Operations
Details about Performance and Operations of eyeson SaaS can be found in the eyeson Service Level Agreement (SLA).
12. eyeson SaaS Operations
Details about eyeson SaaS Operations can be found in the eyeson Service Level Agreement (SLA).
EYESON WILL PERFORM EYESON SAAS BY QUALIFIED PERSONNEL AND IN A WORKMANLIKE MANNER CONSISTENT WITH THE API-DOCUMENTATION AND THE SERVICE LEVEL AGREEMENT (SLA). TO THE EXTENT PERMITTED BY LAW, EYESON DISCLAIMS ALL OTHER WARRANTIES. EYESON DOES NOT WARRANT THAT EYESON SAAS WILL BE UNINTERRUPTED OR ERROR FREE. IF EYESON PROVIDES CUSTOMER WITH A FREE-OF-CHARGE SAAS ORDER TERM, INCLUDING BUT NOT LIMITED TO EYESON SAAS PROVIDED ON AN EVALUATION OR “FREEMIUM” BASIS, EYESON SAAS IS PROVIDED “AS IS” AND TO THE EXTENT PERMITTED BY LAW, EYESON DISCLAIMS ALL WARRANTIES AND LIABILITY.
14. Intellectual Property Rights
No transfer of ownership of any intellectual property will occur under this Agreement. Customer grants eyeson a non-exclusive, worldwide, royalty-free right and license to any intellectual property, including Customer-provided SaaS Data, that is necessary for eyeson and its designees to perform eyeson SaaS.
15. Intellectual Property Rights Infringement
eyeson will defend and/or settle any claims against Customer that allege that an eyeson-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. eyeson will rely on Customers’ prompt notification of the claim and cooperation with our defense. eyeson may modify the product or service so as to be non-infringing and materially equivalent. eyeson is not responsible for claims resulting from Customer-provided SaaS Data or from any unauthorized use of the products or services. This section shall also apply to eyeson Services including API-Documentation and Service Level Agreement (SLA) except that eyeson is not responsible for claims resulting from Customer-provided SaaS Data, customized configurations or designs (i) performed or provided by Customer or (ii) performed at Customers’ direction. Customer will defend or indemnify eyeson from and against third party claims arising from Customer-provided SaaS Data or customized configuration or designs (i) performed or provided by Customer or (ii) performed at Customers’ direction.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL EYESON, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, RESELLERS, OR SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER LOSS INCURRED BY CUSTOMER IN CONNECTION WITH THESE TERMS, CUSTOMER USE OF THE EYESON SAAS, OR CUSTOMER APPLICATION, REGARDLESS OF WHETHER EYESON HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
eyeson may suspend Customers’ access and use rights to eyeson SaaS where Customer fails to make payments when due, Customer breaches sections 4, 5, 7, or 8 of this Agreement or Customers’ use of eyeson SaaS is in violation of law. Customer remains responsible for applicable fees through the date of suspension, Customer will not be entitled to service credits during any suspension period.
Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership, or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. eyeson may terminate this Agreement where Customers’ access and use rights are suspended pursuant to section 17 or to comply with applicable laws or regulations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assignments.
19. Effect of Expiration or Termination
Except for termination for cause, termination of this Agreement shall not entitle Customer to any refund, and payment obligations are non-cancelable. Upon expiration or termination of a SaaS Order Term, except as otherwise provided in the API-documentation, eyeson may disable all Customer access to the applicable eyeson SaaS.
This Agreement represents eyesons’ entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. eyeson may update these Terms from time to time by providing Customer with prior written notice at least thirty (30) days in advance of the effective date. Notice will be given in Customers’ account portal or via an email to the email address owner of Customers’ account. This notice will highlight the intended updates. Except as otherwise specified by eyeson, updates will be effective upon the effective date indicated at the top of these Terms. The updated version of these Terms will supersede all prior versions. Following such notice, Customers’ continued access or use of the Services on or after the effective date of the changes to the Terms constitutes Customers’ acceptance of any updates. If Customer does not agree to any updates, Customer should stop using the Services.
All disputes arising out or in connection with this Agreement shall be exclusively settled by the courts competent in commercial matters of Graz-Ost, Austria. However, eyeson or its affiliate may bring suit for payment in the country where the Customer affiliate that placed the Order is located. These Terms and the contractual relationship shall be governed by Austrian law, excluding international private law and the provisions of the United Nations Convention on Contracts for the International Sale of Goods that have been adopted by Austrian law.