End User License Agreement

1. General

1.1. This is a legally binding End User License Agreement (“Agreement”) between Nutrient GmbH (“Nutrient”, “us”, “we”, “our”, or “Licensor”) and you, which applies to the Nutrient DWS API Software and all related software, application programming interface, data, components, materials, services, updates, and documentation (collectively the “API”) provided by Nutrient. “You”, “your”, or “Licensee” means the person who accesses or uses the API (and, if you represent a legal entity, it also means that entity, and you represent and warrant that you are authorized to enter into this Agreement for that entity). The API provides functionality to modify and convert different file formats, and is provided through application programming interface, web interface, and/or mobile applications.

1.2. By accessing or otherwise using the API, you agree and acknowledge that you (1) have read all of the terms and conditions set forth in this Agreement, (2) agree to be bound by the terms and conditions set forth in this Agreement, and (3) agree to review the API Website ( https://www.nutrient.io/api/ ) and documentation regularly for any updates and/or amendments to the terms of this Agreement. You further agree that if you do not acknowledge and agree with all terms set forth in this Agreement, you may not and will not use or access the API. This API is owned, operated, and maintained by Nutrient GmbH, an Austrian company with a registered address of Kaiserstrasse 117/17, 1070 Vienna, Austria.

2. Term and Termination

2.1. The term (“Term”) of the license granted under this Agreement shall continue until terminated, as set forth herein. We may terminate this Agreement immediately in the event of non-payment or non-compliance by you with any provision of this Agreement. In the event of termination of this Agreement, all licenses granted to you shall immediately cease, you shall make no further use of the API pursuant to those licenses, and we will cancel your user credentials in the API Customer Portal ( https://dashboard.nutrient.io/ ) and you will no longer be able to access the API.

3. License Grant

3.1. In consideration of your payment of the applicable license fees, and acceptance of and compliance with the terms of this Agreement, we hereby grant you a non-exclusive, non-transferable, worldwide, license to access and use the API during the Term.

4. License Limitations and Restrictions

4.1. The API is licensed, not sold. You may use the API only as expressly permitted in this Agreement, and we reserve all other rights, including all worldwide technology and intellectual property and proprietary rights therein. You acknowledge that the API contains trade secrets and other proprietary information of Nutrient, and you acknowledge that Nutrient owns all right, title, and interests therein (including but not limited to all copyright rights), and you shall not take any action inconsistent with our ownership. You shall not: sublicense, sell, rent, lease, transfer, assign, or distribute the API or this Agreement or any rights or obligations hereunder to any third party; reverse engineer, decompile, disassemble, modify, or otherwise attempt to derive the source code of any part of the API; alter any copyright, trademark, or patent notices in the API; use any of our trademarks, including but not limited to "Nutrient" and/or the names of its contributors and/or the Nutrient logo in your Application’s name; use (or allow to be used) the API in any malicious, deceptive, obscene, or unlawful Application; modify or distribute any portion of the API, or distribute any Application in any way that would subject any portion of the API to an Excluded License. An "Excluded License" is a license that requires, as a condition of use, modification, or distribution of code subject to that license, that (i) the code be disclosed or distributed in source code form; or (ii) others have the right to modify the code; in your access or use of the API, take any act or failure to act or otherwise cause or allow anything that you know or reasonably should know will prejudice or harm the reputation or goodwill of Nutrient or the API; claim, use, or apply to register, record, or file any trademark, trade use, trade name, copyright, or design that is identical or confusingly similar to Nutrient’s trademarks, or otherwise act to assist any third party to do so; Attempt to or act to bypass or otherwise circumvent any limitations placed on your license of the API, including but not limited to limits with respect to the maximum number of actions you can perform using the API pursuant to your purchased subscription; use the API in any way or any manner that violates any law, any regulation, or any right of any third party; or use the API outside of the applicable license Term, or in any way that contravenes the terms of this Agreement.

5. Data and Provided Services

5.1. Pursuant to the terms of this Agreement, we will provide you with access to the API over the Internet. All calls to the API must reference the credentials issued by Nutrient to you. You are not permitted to disclose your credentials to any other party. You are solely responsible for ensuring the secrecy and security of your credentials, and you will be responsible for all activities that occur and actions taken using such credentials. You shall not use the API in any manner that exceeds a reasonable volume of requests, or that otherwise constitutes excessive or abusive usage.

5.2. The plan under which you purchase a subscription to use the API limits the scope of your use of the API (see Section 6 “Plans and Payment” below). You agree not to exceed the usage limits associated with your subscription plan. If your usage of the API exceeds the usage permitted under your subscription plan, the API will return an error message to this effect. You are solely responsible for ensuring that your application(s) properly detect and address any such error messages. We reserve the right to limit the number of calls made by your application(s) to the API or otherwise constrain your use of the API in the event that we determine, in our sole discretion, that such calls are being made to the API for any malicious or harmful purpose or are the result of a technical error.

5.3. During the Term, we will provide reasonable support for bugs and other critical issues (the criticality of which is solely determined by us) of the API via our Support Portal at https://www.nutrient.io/api/support/.

5.4. You are solely responsible for acquiring, maintaining, providing, and using all necessary hardware, software, and Internet services which may be required to access and use the API. This includes, but is not limited to, internet connections and related telecommunications services, web browsers, and/or all other related equipment and software which may be required to access and use the API.

5.5. You are responsible for maintaining backup copies of your data which is sent to the API for processing. Nutrient does not make or maintain copies of your data. We make commercially reasonable efforts to provide an error-free API, but we do not guarantee that your data will not be lost, damaged, and/or deleted. You acknowledge and agree that you will maintain backup copies of all of your data which is sent to the API for processing.

5.6. You expressly acknowledge that from time to time, the API may be unavailable, inaccessible, and/or inoperable for any reason. This includes, but is not limited to, equipment/hardware failure or malfunction, software failure or malfunction, periodic maintenance and/or repairs undertaken by Nutrient or its affiliates or suppliers at any time, and/or any other cause. You expressly acknowledge that Nutrient may, in its sole discretion and at any time, modify or update the content or format of the API. We shall undertake reasonable efforts to communicate reasonable advance notification of such changes; however, from time to time sudden changes may be required and significant advance notice may not be possible. You expressly acknowledge that we may require you to use the latest (or any other) version of the API.

6. Plans and Payment

6.1. The API is accessed by purchasing a number of API Credits within the API Customer Portal (login at https://dashboard.nutrient.io/ ). The cost of different API operations in API Credits is described in the API Customer Portal.

6.2. Subscription Plans. All plans are purchased on a Subscription basis, wherein a fixed number of API Credits are added to your account in the API Customer Portal each month, on the prices, terms, and expiration limits set forth in the API Pricing Page. The number of API Credits for your subscription will be activated on your account in the API Customer Portal as soon as we receive your payment, and the selected amount of API Credits will subsequently be added to your account in the API Customer Portal on the monthly anniversary of your initial payment. You may cancel your Subscription at any time in the API Customer Portal, with such cancellation becoming effective at the end of the then-current billing cycle. You may change your Subscription plan at any time, but the total number of API Credits defined in your subscription that are already in your account in the current billing cycle will expire.

6.3. Purchasing subscriptions. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all of our orders. Paddle provides all customer service enquiries and handles returns. Your relationship with Paddle is governed by the following Terms and Conditions paddle.com/legal-buyers/ and Privacy Policy paddle.com/privacy-buyers.

7. Disclaimer, No Warranty, Indemnity, and Limitation of Liability

7.1. THE API IS PROVIDED TO YOU "AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS,” AND WE MAKE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER WITH RESPECT TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY, OR USE. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INFRINGEMENT. WE DO NOT WARRANT THAT THE API IS FREE OF ERRORS OR MATERIAL DEFECTS, AND WE DO NOT WARRANT THE ACCURACY, RELIABILITY, TIMELINESS, CORRECTNESS, COMPLETENESS, AND/OR AUTHENTICITY OF THE API.

7.2. We are not aware of any rights of third parties that oppose the utilization purposes of the API. We are not liable, however, for API and the associated know-how being free of rights of third parties.

7.3. You shall indemnify and hold harmless Nutrient and its affiliates, subsidiaries, and suppliers against any and all loss, damage, liability, and/or expenses (including but not limited to attorney’s fees and costs) arising out of any claim asserted by a third party based upon (1) any act or omission by you, any affiliate of you, or any end-user of yours with respect to this Agreement and/or the API, and/or (2) any breach or non-compliance with any term or aspect of this Agreement.

7.4. IN NO EVENT SHALL WE, OUR AFFILIATES, OUR SUBSIDIARIES, AND/OR OUR SUPPLIERS BE LIABLE TO YOU, YOUR AFFILIATES, AND/OR YOUR END-USERS FOR ANY DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS, LOSSES RESULTING FROM BUSINESS INTERRUPTION, SERVICE INTERRUPTION, DELAY, UNAVAILABILITY, INOPERABILITY, INACCURACY, ERROR, OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY UNDER WHICH SUCH LIABILITY MAY BE ASSERTED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY DATA THAT IS READ, ACCESSED, STORED, OR PROCESSED WITH THE API, OR FOR THE COSTS OF RECOVERING ANY SUCH DATA. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO LICENSE, ACCESS, OR USE THE API. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. Additional Terms

8.1. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. You agree that additional or different terms on your purchase order or from any other previous oral or written discussions or negotiations shall not apply. Our failure to enforce any provision of this Agreement shall not constitute a waiver of our future enforcement of that or any other provision.

8.2. We (or any future maintainer of the API) shall be permitted to list and disclose your name and/or company and your products that include the API on our website and related material.

8.3. Both parties agree to the application of the laws of Austria with the exclusion of its conflict of law rules to govern, interpret, and enforce all of the parties’ rights, duties, and obligations arising from or relating in any manner to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Both parties agree that this Agreement is executed and accepted in Vienna, Austria. For all disputes arising out of or related to this Agreement, the sole place of jurisdiction shall be the relevant court in Vienna, Austria. Both parties hereby submit to the personal jurisdiction of such court and waive any such jurisdictional arguments to the contrary.

8.4. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without our prior written consent, and any action or conduct in violation of the foregoing shall render this Agreement void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

8.5 The terms of this Agreement incorporate our Privacy Policy ( https://www.nutrient.io/api/privacy ).

8.6. Should any provision of this Agreement be invalid or become invalid or should this Agreement contain an omission, then the legal effect of the other provisions shall not be affected hereby. Instead of an invalid provision, a valid provision is deemed to have been agreed upon which comes closest to what the parties intended commercially. The same applies in the case of an omission.

8.7. Should you have any questions regarding this Agreement or the API, please contact us at [email protected].