Application Program Interface (API) Terms and Conditions

Hellotxt, distributed by Buongiorno S.p.a with legal office at Parma, Borgo Masnovo 2, Italy ("Buongiorno"), is providing a set of APIs and tools which enable you to interact with Hellotxt platform. It provides a simple and consistent view of the social graph, uniformly representing objects (like people, photos, events, and pages) and the connections between them (like friendships, likes, and photo tags).

You may use the Hellotxt API, and the data, content, and information made available through the Hellotxt API ("API Data"), in connection with a website or software application ("API Client") developed by You only in accordance with the terms and conditions of this Agreement, the Hellotxt Terms of Service (currently located at http://hellotxt.com/help/tos) and the developer credentials and API Client IDs assigned to you by Hellotxt. Hellotxt may monitor Your use of the Hellotxt API to ensure quality, improve Hellotxt products and services, and verify Your compliance with these terms. You shall not interfere with such monitoring or otherwise obscure from Hellotxt Your use of the Hellotxt API. Hellotxt may use any technical means to overcome such interference.

You agree not to use the Hellotxt API for any of the following commercial uses unless You obtain Hellotxt's prior written approval:
- the sale of the Hellotxt API, API Data, Hellotxt services, or access to any of the foregoing;
- the sale of advertising, sponsorships, or promotions placed on or within the Hellotxt contents ; or
- the sale of advertising, sponsorships, or promotions on any page of the API Client containing Hellotxt content.

If Your API Client uses the Hellotxt API to permit users to upload videos or contents to Hellotxt, the screen or window in which the end user clicks the "upload" button must display the following warning:
"By clicking 'upload,' you certify that you own all rights to the content or that you are authorized by the owner to make the content publicly available on Hellotxt, and that it otherwise complies with the Hellotxt Terms of Service located at http://hellotxt.com/help/tos"

Each API Client must contain means for You to update the API Client to the most current version of the Hellotxt API after any version has been deprecated. For non-website implementations, You must have means of remotely updating each API Client that has already been distributed to an end user.

If Hellotxt in its discretion chooses to cease providing the current version of the Hellotxt API, whether through discontinuation of the Hellotxt API or by upgrading the Hellotxt API to a newer version, the current version of the Hellotxt API will be deprecated and become the Deprecated Version of the Hellotxt API. Hellotxt will issue an announcement if the current version of the Hellotxt API will be deprecated. For a period of 3 months after an announcement (the "Deprecation Period"), Hellotxt will use commercially reasonable efforts to continue to operate the Deprecated Version of the Hellotxt API and to respond to problems with the Deprecated Version of the Hellotxt API deemed by Hellotxt in its discretion to be critical. During the Deprecation Period, no new features will be added to the Deprecated Version of the Hellotxt API.

Hellotxt reserves the right in its discretion to cease providing all or any part of the Deprecated Version of the Hellotxt API immediately without any notice if:
a. You have breached any provision of the Terms (or have acted in a manner that clearly shows that You do not intend to, or are unable to comply with the provisions of the Terms); or
b. Hellotxt is required to do so in order to comply with any new law ; or
c. the Deprecated Version of the Hellotxt API relies on data or services provided by a third-party partner and the relationship with such partner (i) has expired or been terminated or (ii) requires Hellotxt to change the way Hellotxt provides the data or services through the Deprecated Version of the Hellotxt API; or
d. providing the Deprecated Version of the Hellotxt API could create a substantial economic burden as determined by Hellotxt in its reasonable good faith judgment; or
e. providing the Deprecated Version of the Hellotxt API could create a security risk or material technical burden as determined by Hellotxt in its reasonable good faith judgment.

Hellotxt is constantly innovating in order to provide the best possible experience for its users. At any time prior to discontinuing the current version of the Hellotxt API or upgrading to a new version of the Hellotxt API, Hellotxt may, in its discretion as part of this continuing innovation, label certain features or functionality of the Hellotxt API as "experimental." This Paragraph 5 of Section I of the Terms will not apply to any features or functionality labeled as "experimental."

Your API Client will not, and You will not encourage or create functionality for Your users or other third parties to:
1. collect or modify any Hellotxt user account information;
2. interfere or attempt to interfere in any manner with the proper workings of the Hellotxt API, or create or distribute any API Client that adversely affects the functionality or performance of Hellotxt or services provided by Hellotxt;
3. circumvent or render ineffective any geographical restrictions, including IP address-based restrictions;
4. sell, lease, lend, convey, redistribute, or sublicense to any third party all or any portion of the Hellotxt API or API Data;
5. modify or replace the text, images, or other content of the Hellotxt search results, including (i) changing the order in which search results are presented as Hellotxt search results, or (ii) intermixing sources other than Hellotxt when search results are presented as Hellotxt search results;
6. modify, replace or otherwise disable the functioning of links to Hellotxt or third-party websites provided in the Hellotxt search results or otherwise provided through the Hellotxt API or Hellotxt player;
7. modify, replace, interfere with or block advertisements placed by Hellotxt in the Hellotxt Data, Hellotxt audiovisual content, or the Hellotxt player;
8. separate, isolate, or modify the audio or video components of any Hellotxt content made available through the Hellotxt API;
9. use the Hellotxt API intentionally to encourage or promote copyright infringement or the exploitation of copyright-infringing materials;
10. use the Hellotxt API intentionally to encourage or promote personal data;
11. misrepresent your identity when registering for use of the Hellotxt API, use the developer credentials licensed to a different individual or entity, or mask Your usage of the Hellotxt API.

1. Compliance with Laws. You are responsible for complying with all applicable laws, rules and regulations, all third-party rights and all Hellotxt policies. You shall not use the Hellotxt API in a manner that violates such laws, rules and regulations, third parties' rights or any Hellotxt policies or in a manner that is deceptive, unethical, false or misleading. For avoidance of doubt, You shall not distribute or provide access to applications You develop in contravention of any Italian applicable laws.
2. No Implied Rights. Except as expressly granted herein, neither party through this Agreement grants the other party any intellectual property rights or other propriety rights. Buongiorno, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Hellotxt platform, Hellotxt API and its documentation and specifications, all Hellotxt websites and all Hellotxt services and any derivative works in connection therewith. For the avoidance of doubt, You retain all rights in and to Your API Client, excluding foregoing Buongiorno and Hellotxt materials and intellectual property. All license rights granted herein are not sub licensable, transferable or assignable unless otherwise stated herein.
3. Non-exclusive. This Agreement is a non-exclusive agreement. You acknowledge that Buongiorno may be developing and may develop products or services that may compete with this Hellotxt API, API Clients or any other products or services.
4. Publicity. You agree that Buongiorno and Hellotxt may use Your company, organization, or product name and/or logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, research and marketing case studies and other marketing-related activities. You may not issue any public announcement regarding Your use of the Hellotxt API which suggests partnership with Hellotxt and Buongiorno without Buongiorno/ Hellotxt's prior review and written approval, at Hellotxt's sole discretion.
5. Confidentiality. You shall not disclose Your developer credentials or Your API Client IDs to any third party except Your agent(s) using such information solely on Your behalf in accordance with this Agreement and under a written duty of confidentiality. You shall not disclose Buongiorno and Hellotxt Confidential Information to any third party without Buongiorno's prior written consent. "Hellotxt Confidential Information" means all non-public Hellotxt software, technology, programming, and specifications relating to the HellotxtAPI, and any other information designated in writing by Hellotxt as "Confidential" or an equivalent designation. Hellotxt Confidential Information does not include information that has become publicly known through no breach by You, or information that has been (a) independently developed without access to Hellotxt Confidential Information as evidenced in writing; (b) rightfully received by You from a third party who has the lawful right to disclose such information; or (c) required to be disclosed by law or by a governmental authority.
6. Indemnification. You shall indemnify, defend and hold Buongiorno, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") by a third party arising out of Your use of the Hellotxt API in any manner that breaches this Agreement or otherwise arising out of materials or technology contributed by.
7. Termination. Any licenses contained in this Agreement will terminate automatically without notice if You fail to comply with any provision of this Agreement. Buongiorno reserves the right to terminate this Agreement or discontinue the Hellotxt API or any portion or feature thereof for any or no reason and at any time without liability to You. Upon any termination or notice of any discontinuance, You shall immediately stop and thereafter desist from using the Hellotxt API and delete all API Data in Your possession or control (including, without limitation, from Your servers). Buongiorno may independently communicate with any account owner whose account(s) are associated with Your API Client IDs and developer credentials to provide notice of both the termination of Your right to use the Hellotxt API and the display of any advertisements associated with Your API Clients. Section III of this Agreement shall survive any termination or expiration of this Agreement and will continue to bind You in accordance with its terms.
8. Modification. Buongiorno may modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion by posting a change notice to Your account, changing these terms and conditions or emailing to the email address of Your account or account associated with Your developer credentials or otherwise notifying You. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE Hellotxt API, CONTINUED POSSESSION OF A COPY OF NON-PUBLIC HELLOTXT API DOCUMENTATION AND SPECIFICATIONS OR CONTINUED DEVELOPMENT FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
10. Release. You hereby release and covenant not to sue Buongiorno and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the Hellotxt API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the Hellotxt API. If You have a dispute with one or more Hellotxt account owners, You release Buongiorno and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims arising out of or in any way connected with such disputes.
11. Miscellaneous. The Agreement is governed by Italian law. All claims arising out of or relating to this Agreement or the Hellotxt services and programs shall be litigated exclusively in the courts of Milan, Italy.
12. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. You may grant approvals, permissions and consents to Buongiorno by email, but any modifications by You to this Agreement shall be made in a writing (not including email) executed by both parties.
13. Any notices to Buongiorno shall be sent to our corporate headquarters address as set forth on our website via first class or air mail or to the following e-mail address api [at] hellotxt [dot] com
14. A waiver of any default is not a waiver of any subsequent default.
15. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. 16. You shall not assign or otherwise transfer any of Your rights or delegate Your obligations hereunder and any such attempt is null and void. 17. You and Buongiorno are not legal partners or agents, but are independent contractors

BUONGIORNO - Last revised: July 30, 2020
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