(Last Updated: July 2020)
These API Terms apply to your access and use of the APIs and the API Services provided by GoGo Tech Limited together with its affiliated and associated corporations (collectively, “we”, “us”, or “ours”).
Please review these API Terms carefully as they constitute a legal agreement between you and us. By accessing or using, or otherwise downloading, or implementing the API Services, you acknowledge that you have read, understand and agree to be bound by these API Terms. The APIs and API Services are also subject to Other Agreements which may be applicable to you and your end users
In the event of inconsistency between these API Terms and the terms of the Other Agreements, the terms of the Other Agreements shall prevail. If you do not agree with these API Terms, you must immediately cease any and all access to and use of the API Services. You shall monitor and be aware of any changes to these API Terms. Your continued access or use of the API Services shall constitute binding acceptance of the modified API Terms.
(a) In these API Terms, unless otherwise defined or the context requires otherwise:
“API” means an application programming interface provided by us on our platform;
“API Service” means the guides, materials, references, software, updates and other applications or services provided by us or made available to you in association with the access and use of our APIs, together with the APIs themselves, and other related information, services, materials, whether tangible or intangible, in whatever form or medium that are made available to you by means of your access and use of the same;
“Confidential Information” has the meaning as ascribed to it in clause 8(a);
“Feedback” has the meaning as ascribed to it in clause 6(a);
“entity” has the meaning as ascribed to it in clause 2;
“GOGOX IP” has the meaning as ascribed to in in clause 4(a);
“Other Agreement” means any agreements you have entered into with us (other than these API terms) (if any);
“Support” has the meaning as ascribed to it in clause 7;
“Terms” means these API Terms, Other Agreements and any additional applicable terms, policies, and guidelines as updated and supplemented by us, from time to time, at our sole discretion; and
“Your Product” means the software application, website, interface or any other means you use to access the API Services and/or the GOGOX IP or otherwise created by you.
(b) Headings are for convenience only and do not affect interpretation. The singular includes the plural and the masculine shall include the feminine and neuter and vice versa. Mentioning anything after includes, including, for example, or similar expression, does not limit what else might be included.
(c) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
You represent and warrant that: (i) you are of legal age to form a binding contract with us, you determine that you are able to comply with these API Terms; or (ii) if you are accessing the API Services on behalf of a company, entity, or organization (collectively “entity”), you are an authorized representative of that entity with the authority to bind such entity to the Terms, and agree to these API Terms on behalf of such entity. All references to “you” in these API Terms shall also refer to that entity.
You may be issued certain credentials, which are required to access the APIs, API Services, and/or the GOGOX IP. In such case you shall not make credentials available to others including by embedding them in open source projects and only you may access the API Services and/or the GOGOX IP with the credentials provided to you. You shall not misrepresent or mask your identity or your credentials when accessing or using the API Services and/or the GOGOX IP.
You agree that:
(b) your (i) access, implementation and use of the API Services must comply with all applicable laws, regulations, third party, as well as our instructions; and (ii) use of the API Services must only be in connection with legally permissible activities and as described in the Terms;
(c) we set and enforce limitations on the use of the APIs. You shall not (or attempt to) circumvent such limitations as applied to each API or as otherwise set forth in the Terms, except as approved in writing by us. We may change such usage limits at any time with or without notice and may use any means to enforce its usage limitations or prevent overuse of the APIs;
(d) for the purpose of improving the API Services and ensuring your compliance with the Terms, (i) we may monitor your use of the API Services and Your Product; (ii) you will assist us to verify your compliance with the Terms which may include granting us access to your Product and other materials related to your use of the GOGOX IP; (iii) we may crawl, test, track, log usage or otherwise collect usage data and information of Your Product and your use of the API Services; and (iv) you shall not block, attempt to block, or otherwise interfere with such crawling, testing, tracking, logging or monitoring, and that we may us any technical means to overcome such interference;
(e) our review, testing, or approval of Your Product does not constitute any representation or acknowledgement by us that Your Product and/or any content therein comply with the Terms, relevant laws and regulations, nor does it constitute any acceptance by us of any responsibility or liability in connection with Your Product, or any content therein;
(f) in our reasonable opinion, (i) you fail to comply with the Terms; (ii) you attempt to exceed or circumvent any prohibited uses or additional requirements or limitations described in the Terms; or (iii) your use of the API Services is not acceptable including the manner in which the APIs are integrated into Your Product, your access or use of the API Services may be temporarily suspended or permanently blocked or revoked in accordance with clause 9(c);
(g) you shall not, and shall not direct, encourage, or assist any other party to: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any person the API Services; (ii) modify or make derivative works based upon the API Services; (iii) improperly use the API Services, including creating internet links to any part of the API Services, “framing” or “mirroring” any part of the API Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the APIs; (iv) reverse engineer, decompile, modify, or disassemble the API Services; (v) send spam or otherwise duplicative or unsolicited messages with the APIs; or (vi) use the APIs to (a) display any offensive content or any content for which you do not have the right to share with us or to display or (b) distribute unsolicited advertising or promotions, or initiate any other communication or contact with our users or partners; and
(h) you shall not, and shall not direct, encourage, or assist any other party to, access or use the API Services to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features or functionality thereof; (iii) launch or cause to be launched on or in connection with the API Services a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the API Services; (iv) attempt to gain unauthorized access to the API Services or its related systems or networks; (v) include any underlying platform or product with competitors in any aggregated view i.e. webpage, app, software, etc.; (vi) aggregate our data with competitors’ data; or (vii) parse or scrape any of our data; in each case other than as explicitly permitted by us in writing. You shall not share with a third party (or enable a third party to use) any operational, technical or other data obtained through the use of the API Services in any manner that is competitive to us, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to our products and services.
(a) We are the sole and exclusive owner of the API Services, all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, including any data structures therein, and any additional intellectual or other property used by us or on our behalf or otherwise related to the API Services, products and services, together with all brands, trade names, copyrights, designs, trademarks, service marks, logos, domain names, patents, trade secrets and any other distinctive features of ours, and any other proprietary rights inherent therein and related thereto (“GOGOX IP”). All rights not expressly granted herein are reserved by us. Except for the limited licences expressly granted herein, these API Terms grant you no right, title, or interest in any intellectual property owned or licensed by us. Any rights granted hereunder are granted solely to you and not, by implication or otherwise, to any parent, subsidiary, or affiliate of you.
(b) Subject to your compliance with the Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-assignable licence to access and use the API Services for sole purposes of developing, testing, operating, and maintaining an integration of Your Product with the API Services.
(c) We may produce and distribute incidental depictions, including screenshots, video, or other content from your end users, and may use your trade names, trademarks, service marks and logos to promote or advertise your use of the APIs in Your Product, without additional consent or notice to you; you hereby grant us all necessary licences, on a royalty-free basis, for these purposes.
(d) Subject to the rights granted to us and limitations herein, you own all right, title, and interest in Your Product, to the extent Your Product do not infringe any of the GOGOX IP. You are solely responsible for all costs incurred by you in the creation and maintenance of Your Product.
(e) Except where expressly stated, neither party grants the other party any right, title, or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features and you shall not make any statement regarding your use of the API Services which disparages us or our business partners.
(f) The documentation for the API you use may include guidelines for providing attribution to us. You agree to provide any attribution in accordance with the guidelines and as further instructed by us from time to time. You can use these resources but you must not make any changes or modifications to them.
You are solely responsible for selecting all content made available through and contained in Your Product and for ensuring that such content complies with the Terms and any other requirements applicable to such content. You are fully responsible for any information you provide to us via the APIs.
The API Services may contain content owned by a third party. This content is the sole responsibility of the third party that makes it available. Additionally, content accessible through our APIs, our platform, products or other services may be subject to the intellectual property rights of third parties.
You may provide us with comments, or suggestions about the API Services, our platform, products or services, or your evaluation and use thereof (collectively “Feedback”). You hereby grant us all rights, title and ownership of such Feedback (including all intellectual property rights therein), and we may use, reproduce, disclose, exploit the Feedback for any commercial or non-commercial purpose without obligation to you.
We may elect to provide you with support, modifications and documents that may be relevant or useful in using API Services (collectively “Support”), in our sole discretion, and may terminate such Support at any time without notice to you. We may change, suspend, or discontinue any aspect of the API Services at any time, including the availability of any API Service feature or functionality. You are required to implement and use the most current version of the API Services and to make any changes to Your Product that are required as a result of such update, fix or modification, at your sole cost and expense. You acknowledge that once we release a subsequent version of any aspect of the API Services, the prior version of the API Services may stop working at any time or may no longer work in the same manner. Your continued use of the API Services following a change in the API Services shall constitute your binding acceptance of the modifications. We may also impose limits on certain features and services or restrict your access to parts or all of the API Services without notice or liability. We shall have no liability to you for any changes in or discontinuation of the API Services, or any Support.
(a) You may gain access to our confidential information through your access and use of the API Services and/or the GOGOX IP (“Confidential Information”). You acknowledge that such Confidential Information may include non-public content relating to a user, and such content must not be exposed to other users or to third parties without proper consent from that user.
(b) If your use of the API Services or access to Confidential Information requires or will likely result in the provision of personal data directly to us, you agree to adequately inform and obtain all necessary consents and authorizations from the applicable users to provide such personal data to us and retain written records of such consents pursuant to all relevant laws and regulations. We will treat the personal data obtained from you through your use of the APIs in accordance with our Terms.
(c) You undertake to comply with all applicable laws, rules, regulations, regulatory guidelines and self-regulatory guidelines applicable to your collection, use, processing, and disclosure of personal data, including data protection and privacy laws applicable in the region(s) where the personal data is collected or held or otherwise processed.
(d) You must not disclose or use the Confidential Information unless such disclosure or use is (i) for the purpose of using the API Services in accordance with the Terms; (ii) compelled by a court of applicable jurisdiction and competent authorities and you gave us prompt written notice and a reasonable chance to defend our interests prior to such court compelled disclosure; or (iii) you have obtained our written consent.
(e) You agree to implement and maintain appropriate technical, physical, and organizational measures to protect the Confidential Information against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure and prevent it from falling into the public domain. Such measures shall include but not limited to the highest degree of care that you utilize to protect your own confidential information of a similar nature, which shall be no less than reasonable care.
(a) Your licence to the API Services under these API Terms continues until terminated by yourself or by us. You may terminate these API Terms at any time by giving us notice and ceasing to access and use of the API Services. We may terminate these API Terms at any time for any reason, with or without notice, without liability or obligation to you.
(b) Upon expiration or termination of the licence granted herein, you will immediately stop using the APIs, API Services and the GOGOX IP and permanently delete any cached or stored content and any Confidential Information. We reserve the right to contact and notify your end users of such expiration or termination.
(c) You acknowledge that we may, at our sole discretion, immediately suspend or terminate your access or use of the API Services if, of our opinion, you violate or attempt to violate any of the Terms.
(d) Any provision which, by its nature or express terms should survive, will survive any expiration or termination of these API Terms, including but not limited to clauses 1 (Definitions and Interpretation), 4 (Ownership and Licence), 6 (Feedback), 8 (Confidentiality), 9 (Termination), 11 (Representations), 12 (Indemnification), 13 (Disclaimers), and 15 (General).
(a) The relationship of the parties is that of independent contractors. These API Terms do not create a partnership, agency, joint venture, franchisee or other similar relationship. Neither party will make a public statement that suggests partnership with or sponsorship or endorsement by the other party without such party’s prior written approval.
(b) The parties’ obligations under these API Terms are non-exclusive. Unless otherwise agreed upon separately in writing, neither party is precluded from marketing, licensing, positioning, providing and distributing its own products and services through other alliances, programs, partners or platforms. Nothing in these API Terms prohibits or restricts either party’s right to develop, make, use, market, license, position, provide and distribute products or services similar to or competitive with those of the other party as long as it does not breach, or attempt to breach, these API Terms.
(a) You hereby represent and warrant that you have all authority necessary to bind yourself (including your entity) to these API Terms and that you are not prohibited from accessing or using the API Services under any applicable law. If, at any time, you do not have authority, are legally prohibited, or do not agree to these API Terms, and you must discontinue all access and use of the API Services immediately.
(b) You further represent and warrant that (i) you have the right to distribute, or otherwise make available Your Product to your end users, (ii) Your Product complies with all applicable laws and regulations, terms of services and privacy notices; and (iii) Your Product do not and will not infringe any third party’s rights.
You agree to indemnify and hold us and our officers, directors, employees, contractors, sub-contractors and agents harmless from and against any and all claims, demands, losses, cause of action, debt, liabilities, and expenses (including legal fees), arising out of or in connection with: (a) your use or information obtained through your access or use of the API Services and/or the GOGOX IP; (b) Your Product or business, (c) your breach or alleged breach of the Terms, (d) your violation of any law, regulations and/or any governmental order, or (e) your violation any third party’s rights. You shall obtain our prior written consent prior to settlement of any such claims.
(a) The API Services are provided to you on an “as is” basis. We do not warrant that the API Services, the GOGOX IP or any content, data or information made available to you by us (i) satisfies your requirements, (ii) is compatible with Your Products, (iii) will be uninterrupted, accurate, up-to-date, or free of errors, defects, malware, viruses or other harmful components, and (iv) that any of the foregoing shall be corrected. We are not responsible for the conduct of any user who are engaged with the API Services and/or the GOGOX IP.
(b) It shall be your sole responsibility to ensure that your use of the API Services and the GOGOX IP complies with all applicable laws. Any use of the API Services and the GOGOX IP which is not in compliance with the applicable laws shall not be construed to be authorized, agreed, permitted, solicited or otherwise endorsed by us. We disclaim all liabilities arising from or relating to your use of the API Services or the GOGOX IP which is not in compliance with the applicable laws.
(c) The use of the API Services and/or the GOGOX IP is at your sole risk. To the fullest extent permitted by applicable law and unless otherwise agreed by us in writing, we shall not be liable for any damages resulting from or in connection with the use of or inability to use the API Services and/or the GOGOX IP (including but not limited to any consequential, indirect or incidental damages or any loss of profit or damages to Your Product). Without prejudice to the foregoing and insofar as permitted under applicable law, our aggregate liability shall in no event exceed [HK$100].
(d) You acknowledge that the limitations and exclusions contained in this API Terms are a condition precedent to us granting you the licence herein. You further acknowledge and agree that we would not be able to provide you with access to the API Services and/or the GOGOX IP without the limitation of liability set forth in these API Terms.
We may, at our sole discretion, from time to time amend or otherwise modify or replace any of these API Terms, as we deem fit, by sending you notice through our platform or posting a notice on our Website, which shall be effective and binding on you upon notice or posting. You acknowledge and agree that (i) it shall be your responsibility to review the API Terms and the Terms regularly; (ii) the Terms applicable may differ across regions; and (iii) whereupon the continued use of the Service after any such changes, whether or not reviewed by you, shall constitute your consent and acceptance to such changes. You further agree that usage of the API Services in a region shall be subject to the applicable API Terms prevailing for that region.
(a) These Terms shall be governed by and construed in accordance with the laws of the Hong Kong S.A.R and you agree to submit to the exclusive jurisdiction of the Hong Kong courts.
(b) You may not assign or transfer any of your rights or obligations under these API Terms to any person without our prior written approval. We may assign and transfer any of our rights and obligations under these API Terms to any party and notify to you of such assignment or transfer. You have the right to unilaterally terminate to use the API Services if you do not agree with the assignment. By continuing accessing or using the API Services, it shall constitute your agreement to the assignment.
(c) All rights created under these API Terms may only be waived in writing by us. The failure to exercise or enforce any right or provision of these API Terms will not constitute a waiver of such right or provision.
(d) We may give notice by means of a general notice on our website(s), or by sending you notice through our platform.
(e) If any provision under these API Terms is rendered void, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected by it and shall continue to apply.
(f) The original text of these Terms is in English. In the event of any inconsistency between the English text and any foreign language translation, the English text shall prevail.