VR Oxygen API Terms of Use

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These API Terms of Use (the “API Terms”), dated as of August 28, 2020 (the “Effective Date”), are made and entered into by and between VR Oxygen Inc., a Delaware corporation, and its affiliates (“VR Oxygen” or “we”), and you (“Developer” or “you”). VR Oxygen and Developer are sometimes referred to in the API Terms individually as a “Party” and collectively as the “Parties”. VR Oxygen and Developer hereby agree as follows:

1. AGREEMENT TO THE API TERMS.

By registering a software application, website, or product you create or service that you offer (a “Developer Application”), you agree to be bound by the API Terms. You must read, agree to, and accept all of the terms and conditions contained in the API Terms in order to use the VR Oxygen API. Additionally, you agree to and accept the VR Oxygen Terms of Service, available at https://www.vroxygen.com/Terms.html/. If you disagree with any of the terms of the API Terms or the VR Oxygen Terms of Service, VR Oxygen does not grant you a license to use the VR Oxygen API. If you are using the VR Oxygen API on behalf of a company or any other entity, you represent and warrant that you have the full legal authority to register a Developer Application on behalf of that entity and bind it to the API Terms and the VR Oxygen Terms of Service. If you are not authorized, you may not accept the API Terms or register a Developer Application for someone else.

2. DEFINITIONS.

Capitalized terms not defined in the API Terms have the meanings given to them in the VR Oxygen Terms of Service.

VR Oxygen API. A set of web-based services providing programmatic access to VR Oxygen systems and data, together with all updates, revisions, and copies thereof. This also includes any associated tools and documentation that VR Oxygen makes available under the API Terms.
VR Oxygen Content. Any data, content, or executables of or associated with the VR Oxygen API or Site Services (as defined in the VR Oxygen Terms of Service). This includes all VR Oxygen User Data.
VR Oxygen User Data. Any content, information, and other data about persons who use the VR Oxygen services received or collected by Developer through any instance of the Developer Application, the VR Oxygen API, or otherwise in connection with the API Terms.

3. DEVELOPER’S USE OF THE VR OXYGEN API.

Developer wishes to use and access the VR Oxygen API in connection with the development and distribution of a Developer Application and agrees to the additional requirements herein. Developer and VR Oxygen hereby agree as follows:

Developer Registration. Before using the VR Oxygen API, Developer must provide accurate information identifying its organization and the individual representative who will serve as a point of contact for VR Oxygen. The registration may be completed and accepted by VR Oxygen on the Site. Upon successful registration, VR Oxygen shall make Access Credentials available to Developer. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the VR Oxygen API. All activities that occur using your Access Credentials are your responsibility. Access Credentials are specific to you and are confidential information. Keep them secret. You must not sell, transfer, or sublicense the Access Credentials. Do not try to circumvent them and do not require your users, employees, contractors, or agents to obtain their own Access Credentials to build, maintain, or use the Developer Application. Developer itself must request any Access Credentials to be used by any employee, contractor, or agent of Developer.
Development of the Developer Application. Subject to the terms of these Terms of Use, Developer will develop one or more Developer Applications. Developer will ensure that all Developer Applications are and remain in compliance with the API Terms and the VR Oxygen Terms of Service.

Permitted Uses of the VR Oxygen API. Your use of the VR Oxygen API is limited to the purpose of facilitating your own or your Users’ use of the VR Oxygen Site and Site Services. Some examples of permitted uses of the VR Oxygen API would be to create Applications that:

Allow VR Oxygen Users to search for and browse VR Oxygen job postings with a customized interface;
Allow VR Oxygen Users to manage active contracts;
Allow VR Oxygen Users to apply to jobs on VR Oxygen; or
Allow VR Oxygen Users to manage invoices, billing, and communications on VR Oxygen.

Prohibited Uses of the VR Oxygen API. Developer must never do any of the following:

Use the VR Oxygen API in any Developer Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, promotes or offers malicious code, or violates any applicable law or regulation.
Use the VR Oxygen API to retrieve VR Oxygen Content that is then aggregated with third-party search results in such a way that a user cannot attribute the VR Oxygen Content to VR Oxygen (such as aggregated search results).
Distribute or allow access to the VR Oxygen API to anyone other than the entity on whose behalf Developer agreed to these Terms, or create an application programming interface that enables access to VR Oxygen Content

Prohibited Uses/Functions of Developer Application. Developer and the Developer Application must not do the following:

Implement features or business practices that unlawfully harm the professional reputation or relationships of VR Oxygen or VR Oxygen users.
Use VR Oxygen Content received from the VR Oxygen API in any manner that facilitates bias, discrimination, or data “redlining,” whether intentional or inadvertent, based on sensitive or protected categories or characteristics.
Impersonate VR Oxygen or a VR Oxygen user or intentionally misrepresent VR Oxygen or any VR Oxygen user or other third party when requesting or publishing information.
Obfuscate or hide any VR Oxygen buttons, sign-in functionality, or consent or authorization flows from your users.
Proxy, request, or use VR Oxygen account user names or passwords in any fashion for any reason.
Request from the VR Oxygen API more than the minimum data fields and application permissions the Developer Application needs.
Try to exceed or circumvent limitations on calls and use. This includes creating multiple Developer Applications for identical, or largely similar, purposes.
Download, scrape, post, or transmit, in any form or by any means, any part of the Site or Site Services, including data retrieved by web browser plugins.
Copy, reformat, reverse-engineer, or otherwise modify the VR Oxygen API, Access Credentials, the Site, the Site Services, or any VR Oxygen Content.
Promote or operate any product or service that competes with the VR Oxygen Site Services.
Interfere with or disrupt VR Oxygen services, VR Oxygen servers or networks connected to VR Oxygen services, or disobey any requirements, procedures, policies, or regulations of networks connected to the VR Oxygen Site or Site Services.
Engage in any conduct that fails to comply with, or is otherwise inconsistent with, any agreement between Developer and VR Oxygen or any written instructions provided by VR Oxygen.

4. API LICENSE.

Using the VR Oxygen API. As part of the API Terms, VR Oxygen grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the VR Oxygen API solely to do the following and subject to the restrictions set forth in the API Terms:

Enable your Application to interact with VR Oxygen’s databases to retrieve information necessary to facilitate your own or Your Users’ use of the Site and Site Services through your Application;
Make limited intermediate copies of VR Oxygen Content only as necessary to perform activity permitted under the API Terms. You must delete all intermediate copies when they are no longer required for the purpose for which they were created;
Rearrange or reorganize VR Oxygen Content within your Application; and
Display in your Application VR Oxygen Content consistent with this Agreement.

Access Credentials. VR Oxygen will provide you with Access Credentials that permit you to access the VR Oxygen API. The Access Credentials are the property of VR Oxygen and may be revoked if you share them with any third party (other than as allowed in the API Terms), if they are compromised, if you violate the API Terms or the VR Oxygen Terms of Service, or if VR Oxygen terminates the API Terms.
API Call Limitations. The number of API calls you will be permitted to make during any given time period may be limited. VR Oxygen will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. VR Oxygen may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the VR Oxygen API in accordance with Section 17 (Suspension and Termination). Unused calls will not roll over to the next day or month, as applicable.

5. CERTIFICATION.

At its discretion, VR Oxygen may require or offer Certification for certain Applications. Certification will consist of confirmation by VR Oxygen or a third party it designates that your Application’s technology complies with the API Terms and the VR Oxygen Terms of Service. You will be responsible for all costs associated with certification and any modifications necessary to meet the certification requirements and you may not be permitted to access the VR Oxygen API in certain cases until certification is complete. At VR Oxygen’s discretion, future modifications of your Application or use or display of VR Oxygen Content may be subject to re-certification. If VR Oxygen requires certification, your failure to maintain certification is cause for immediate termination of the API Terms.

6. DATA USE.

Obligations to VR Oxygen. Developer may only use, disclose, and otherwise process VR Oxygen User Data in accordance with the written instructions of VR Oxygen and applicable laws, rules, and regulations.
Prohibited Uses. Developer will not:

Use VR Oxygen Content for any purpose except to the extent necessary for (1) the purpose of processing and supporting a specific transaction for the applicable VR Oxygen user or (2) the purpose of providing services to VR Oxygen.
Use VR Oxygen Content for any research or publication purpose without prior written consent and a license from VR Oxygen to research or publish, as applicable, VR Oxygen Content.
Use VR Oxygen Content for any other purpose (e.g., for Developer’s own benefit or for the benefit of any other entity or person).
Use VR Oxygen Content for user profiling purposes or for advertising purposes.
Sell, lease, sublicense, or otherwise transfer, directly or indirectly, VR Oxygen Content to any third party.
Augment, commingle, or supplement VR Oxygen Content with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer, or device) from any third-party source.
Use the user identification or authentication codes connected to any VR Oxygen user to disclose information related to that user to any third party.

7. DATA STORAGE.

Except as provided in the API Terms, Developer may not copy or store any VR Oxygen Content, or any information expressed by or representing VR Oxygen Content (such as hashed or otherwise transformed data).

Authentication Tokens. Developer may store any Developer Application-specific alphanumeric user identification codes that VR Oxygen provides to Developer for identifying individual users of the Developer Application or any tokens that VR Oxygen provides to Developer when a VR Oxygen user authenticates the Developer Application for the VR Oxygen user’s account.

Cached Content. Solely for the purpose of improving user experience, Developer may cache VR Oxygen Content for no more than twenty-four (24) hours.
Deletion. Developer must promptly and securely delete all VR Oxygen User Data collected from VR Oxygen users upon request of the VR Oxygen user, when the VR Oxygen user deactivates or uninstalls the Developer Application, when the VR Oxygen user closes their account with Developer, and before, when possible, or promptly upon termination of the API Terms. Developer will promptly and securely delete all VR Oxygen Content after completion of all activities reasonably necessary to operate or maintain the Developer Application and upon the termination of the API Terms.

8. USER CONSENT AND AGREEMENT.

User Agreement and Privacy Policy. The Developer Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where members download or access the Development Application. Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage, and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact VR Oxygen users.
User Consent. Before obtaining information from VR Oxygen users, you must obtain their informed consent by telling them what information you collect and how it will be used, stored or shared, and by taking any additional steps required by law or regulation.

9. DATA SAFEGUARDS.

Developer will protect VR Oxygen User Data in accordance with all applicable laws. Your network, operating system, and software of your web servers, databases, and computer systems (collectively “Systems”) must be properly configured to securely operate the Developer Application and VR Oxygen User Data. The Developer Application must use reasonable security measures to protect any VR Oxygen User Data and any elements or components of the VR Oxygen API. You shall not architect, design, or select Systems in a manner to avoid these obligations. You must promptly report to VR Oxygen at breathe@vroxygen.com security deficiencies in, or intrusions into, your Systems that you discover to VR Oxygen. You will work with VR Oxygen to correct any security deficiency and disconnect any intrusions or intruders as soon as practicable upon discovery of any such deficiency or intrusion. In the event of any security deficiency or intrusion involving the Developer Application or VR Oxygen User Data, you will make no public statements without prior written and express permission from VR Oxygen in each instance, unless otherwise required by law.

10. ACCESS TO THE VR Oxygen API.

Subject to the API Terms, VR Oxygen may, in its sole discretion, make specific instances or versions of the VR Oxygen API available to Developer for use in connection with Developer Applications. VR Oxygen may terminate such access to the VR Oxygen API, in whole or certain features, functions, or services thereof, for convenience, at any time. The VR Oxygen API will be deemed to be a part of the Site Services as set forth in the VR Oxygen Terms of Service.

11. VR Oxygen API SUPPORT AND CHANGES.

VR Oxygen may provide technical support, upgrades, or modifications of the VR Oxygen API in VR Oxygen’s sole discretion. VR Oxygen may cease providing technical support, upgrades, or modifications of the VR Oxygen API at any time and for any reason without notice or liability to Developer. VR Oxygen may release new versions of the VR Oxygen API and require Developer to use the new version of the VR Oxygen API. Developer’s use of new releases or versions of the VR Oxygen API will be acceptance of all modifications of the VR Oxygen API.

12. INTELLECTUAL PROPERTY.

VR Oxygen Materials. VR Oxygen owns all rights, title, and interest, including all intellectual property rights, in and to, the VR Oxygen API; all elements, components, and executables of the VR Oxygen API; and all elements, components, and executables of the Site Services (collectively, the “VR Oxygen Materials”). The only exception to this is any information or Content which you as a VR Oxygen user have licensed to VR Oxygen under the VR Oxygen Terms of Service. Except for the express licenses granted in the API Terms, VR Oxygen does not grant you any right, title, or interest in the VR Oxygen Materials. Developer agrees to take such actions as VR Oxygen may reasonably request to perfect VR Oxygen’s rights to the VR Oxygen Materials.
Developer Property. Except to the extent the Developer Application contains VR Oxygen Materials, VR Oxygen claims no ownership or control over your Developer Application. During the term of the API Terms you hereby grant VR Oxygen a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (1) use, perform, and display the Developer Application and its content for purposes of marketing, demonstrating, and making the Developer Application available to VR Oxygen users; (2) link to and direct VR Oxygen users to the Developer Application; and (3) sublicense the foregoing rights to our affiliates.
Feedback. Developer may, but is not required to, provide suggestions, comments, ideas, or know‐how, in any form, to VR Oxygen related to VR Oxygen products, services or technology (“Feedback”). To the extent Developer provides Feedback to VR Oxygen, Developer grants VR Oxygen the right to use such Feedback without any right to compensation from VR Oxygen.

13. INDEPENDENT DEVELOPMENT BY VR Oxygen.

Developer understands and acknowledges that VR Oxygen may be independently creating applications, content, and other products or services that may be similar to or competitive with the Developer Application. Nothing in the API Terms will be construed as restricting or preventing VR Oxygen from creating and fully exploiting any applications, content, and other products or services, without any obligation to Developer. This paragraph will survive the termination or expiration of the API Terms.

14. CONFIDENTIAL INFORMATION.

Developer agrees that the content of the VR Oxygen API, and any VR Oxygen Content that by its nature should reasonably be known to be confidential, is deemed to be confidential information of VR Oxygen and Developer will maintain the same in strict confidence and not disclose the same to any third party (other than employees, agents and contractors of Developer for the sole purpose of providing services to Developer to complete work permitted hereunder) or use the same for any purpose other than its performance under the Agreement. To the extent that you retain any VR Oxygen Content after the termination or expiration of the API Terms, this paragraph will survive the termination or expiration of the API Terms.

15. EFFECT.

The provisions of the API Terms will control over any inconsistent provisions of the VR Oxygen Terms of Service, and the VR Oxygen Terms of Service, as modified and supplemented by the API Terms, will remain in full force and effect. Any “shrink wrap” or “click wrap” license agreement or any other terms and conditions associated with Developer’s Application is null and void, is not applicable hereunder, and is expressly excluded.

16. FEES.

VR Oxygen currently provides the VR Oxygen API without charge. However, VR Oxygen reserves the right, at VR Oxygen’s sole discretion, to charge fees for future use of or access to the VR Oxygen API. Developer may not charge any fee to VR Oxygen users for the Developer’s Application without the express written permission or agreement of VR Oxygen.

17. TERM AND TERMINATION.

Term. The term of the API Terms will commence on the date upon which you agree to the API Terms and will continue until terminated as set forth below.

Developer’s Termination Rights. Developer may terminate the API Terms by discontinuing use of the VR Oxygen API and returning all VR Oxygen Content, including VR Oxygen User Data.
Suspension and Termination. VR Oxygen may suspend or terminate Developer’s use of the VR Oxygen API at any time if we believe you have violated the API Terms or VR Oxygen Terms of Service, or if we believe the availability of the VR Oxygen API in the Developer Application is not in our or our users’ best interests. Immediately upon termination of the API Terms, all licenses granted to Developer will cease and all data retrieved from the VR Oxygen API or Site Services must be deleted.
Effect of Termination. Upon termination of these Terms:

all rights and licenses granted to Developer will terminate immediately;
Developer will promptly and securely destroy VR Oxygen Content in your possession or control;
neither party is liable to the other party solely because the API Terms have been terminated;
unless we agree otherwise in writing or as stated explicitly in the API Terms, Developer must permanently delete all VR Oxygen Content and VR Oxygen User Data or other data which you stored pursuant to your use of the VR Oxygen API. VR Oxygen may require that you certify in writing your compliance with this section; and
VR Oxygen will make commercially reasonable efforts to remove all references and links to the Developer Application from the Site (VR Oxygen has no other obligation to delete copies of, references to, or links to the Developer Application).

18. WARRANTIES AND LIABILITIES.

Disclaimer of Warranties. VR Oxygen PROVIDES THE VR Oxygen API, VR Oxygen CONTENT, AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, VR Oxygen DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. VR Oxygen DOES NOT GUARANTEE THAT THE VR Oxygen API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE VR Oxygen API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. VR Oxygen DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, VR Oxygen DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE VR Oxygen API DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
Limitations of Liability. VR Oxygen AND OUR EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS, SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE, OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE VR Oxygen API. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (ii) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY DAMAGE THAT VR Oxygen MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THE API TERMS OR APPLICABLE LAW.
Indemnification. You will defend, hold harmless, and indemnify VR Oxygen (and our and their respective employees, agents, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (i) your breach of your obligations herein; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by the Developer Application.

19. GENERAL.

Relationship of the Parties. The parties are agreeing to the API Terms as independent contractors, and the API Terms will not be construed to create a partnership, joint venture or employment relationship between them. Neither party is authorized to or will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
Assignability. You may not assign the API Terms, nor any of your rights or obligations hereunder, without VR Oxygen’s prior written consent. VR Oxygen may freely assign the API Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, the API Terms will inure to the benefit of successors and permitted assigns of the parties.
Severability. If and to the extent any provision of the API Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
Choice of Law and Venue. The API Terms and any controversy, dispute or claim arising out of or relating to the API Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). With respect to any User located outside the United States, the User agrees that the California state courts of Santa Clara County (or, if there is federal jurisdiction, the United States District Court for the Northern District of California) will have jurisdiction and venue with respect to any claim arising out of or relating to the API Terms and consents to the personal jurisdiction and venue of those courts.
No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it unless such party issues an express written waiver, signed by a duly authorized representative of each party.
Miscellaneous. The API Terms set forth the entire agreement and understanding of the parties relating to their subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to the API Terms shall be binding upon VR Oxygen unless in a written instrument signed by a duly authorized representative of VR Oxygen.
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Effective September 4, 2020

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