We are happy you are here and chosen to use the Ora’s developer platform and APIs. These Ora API Terms of Service (the “API Terms”) describe your rights and responsibilities when accessing our publicly available application programming interfaces (the “APIs”) and related API Documentation.
These API Terms form a binding “Contract“ between you and us. “We,“ “our,“ and “us“ refers to Ora, a “Service“ made by Ora PM Ltd. If you are using the Service on behalf of an organization or entity (“Organization”), then you agree to these Terms on behalf of the Organization. In that case, “you“ and “your“ may refer to the Organization. Please read these terms carefully before start using our APIs.
Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable (subject to the section titled “Assignment”), limited license to access our APIs and documentation only as necessary to develop, test and support an integration of your Application (an “Application”, “Add-On“ or “App”) with the Services. You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.
You will not: (A) access our APIs or documentation in violation of any law or regulation; (B) access our APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our APIs or documentation in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services; or (E) attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
Ora may monitor your use of the APIs and may place limits on access to the APIs (e.g., limits on numbers of calls). We may also limit API calls or usage if we believe that your use is in breach of these Terms or may negatively affect the Ora Service or end-users.
If we believe that there is a violation of the Contract, we will ask you to fix it by updating your Application. In such instance, we may use your name, address and other contact details to contact you or provide this contact information to any third party that reasonably, in our sole determination, claims that you do not possess all of the necessary intellectual property rights. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers or users or any third parties. Ora also reserves a right to audit your application to ensure it does not violate our terms and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your Application complies with our terms and policies.
You retain your ownership rights in your Application, and we own and will continue to own our APIs, documentation, and Services, including all related intellectual property rights therein. All of our rights not expressly granted by the Contract are hereby retained.
You may terminate the Contract by discontinuing the use of our APIs. We may terminate the Contract with or without cause and without notice to you. Upon termination of the Contract, all rights and licenses granted to you will cease immediately. You understand that any APIs or documentation that are not made generally available but that are otherwise made available to you are the confidential information of Ora. Upon termination of the Contract, you will promptly destroy copies of any documentation and any other Ora information in your possession or control that was received under the Contract.
You warrant to us that you: (i) have the authority to execute this Agreement and to perform its obligations; (ii) will conduct business in a manner that reflects favorably at all times on Ora’s products and services and our good name, goodwill, and reputation; (iii) will make no false, or misleading statements or representations regarding Ora or our products and services; (iv) will not take on any obligation or responsibility, or make any representation, warranty, guarantee or endorsement to anyone on our behalf (including, without limitation, any of our products or services); and (v) will not state or imply that We have developed, endorsed, reviewed or otherwise approved of any of your Products.
THE PROGRAM, THE API AND ANY CONFIDENTIAL INFORMATION WE GIVE YOU (INCLUDING, WITHOUT LIMITATION, THE PRE-RELEASE MATERIALS) ARE PROVIDED “AS IS”, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY SERVICES OR PRODUCTS WE MAKE AVAILABLE TO YOU WILL MEET YOUR OR YOUR END USERS’ REQUIREMENTS.
IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER, CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION PRODUCTS LIABILITY, STRICT LIABILITY, AND NEGLIGENCE), OR ANY OTHER THEORY, AND WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, EXCEED THE GREATER OF (I) AMOUNTS YOU ACTUALLY PAID US UNDER THIS AGREEMENT; OR (II) ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.
Notwithstanding anything contained in the preceding section, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld), if: (a) the third party asserting the claim is a government agency, (b) the settlement arguably involves the making of admissions, (c) the settlement does not include a full release of liability or (d) the settlement includes terms other than a full release of liability and the payment of money.
You aren’t allowed to export or re-export any of our Confidential Information, except as authorized by United States law and the laws of the jurisdiction in which the Confidential Information was obtained. In particular, you aren’t allowed to export or re-export our Confidential Information into any U.S. embargoed countries, to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, or to anyone on the U.S. Department of Commerce Denied Person’s List or Entity List. By joining the Program or receiving any of our Confidential Information, you represent and warrant that you are not located in any such country or on any such list.
You agree that Ora and its licensors own all right, title and interest in and to the API, the Pre-release Materials, and all other Ora products and services; all information and data relating to their configurations and combinations; and all modifications to and derivative works of any of the foregoing. You agree not to remove, alter, cover or obfuscate any copyright or other proprietary rights notices we place on or embed in the API, the Pre-release Materials, or any other Ora products and services.
You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and customers, subject to your standard trademark usage guidelines as provided to us from time-to-time.
Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract.
Ora is still actively developed, and thus we reserve the right to make changes to our APIs, including backward-incompatible changes. We will try to give notice of these changes.
We may change these API Terms and the other components of the Contract. If we make a material change to the Contract, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the API Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you access our APIs after the effective date, that access will constitute your acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
You aren’t allowed to assign or transfer this Contract, or any of your rights under it, in whole or in part, by operation of law or otherwise, without our prior written consent.
This Agreement will be interpreted and construed in accordance with EU laws and regulations without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the jurisdiction of the Sofia City Court, Bulgaria.
This Contract — API Terms and the Terms of Service contain the entire Agreement of the parties with respect to its subject matter and supersede all prior communications, representations, understandings, and agreements, whether written or oral. The terms or conditions of any of your purchase orders, acknowledgments, or other documents that you send us in connection with this Agreement will be null and void and of no effect.