ALCHEMYAPI
TERMS OF USE

PLEASE READ CAREFULLY

AlchemyAPI and alchemyapi.com are owned and operated by Orchestr8, LLC ("Orchestr8", "ORCHESTR8", "we", or "us"). This web page describes the terms and conditions governing your ("you", "You", "Your") use of the AlchemyAPI ("AlchemyAPI Services") and this website. By accessing this website or any AlchemyAPI or Orchestr8 service, you signifify that you have read, understood, and agree to be bound by these terms ("Terms of Use"). These Terms of Use represent a legal agreement between you and Orchestr8, LLC.

• 1. LICENSE

  Orchestr8 grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the AlchemyAPI Services for personal or business purposes.

• 2. MODIFICATIONS

  We may from time to time modify these terms of use and will post a copy of the amended Agreement at http://www.alchemyapi.com/company/terms.html. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the AlchemyAPI Services and all other Orchestr8 services, or, if applicable, cancel your AlchemyAPI Services subscription. You will be deemed to have accepted the Agreement as amended if you continue to use any of the AlchemyAPI Services after any amendments are posted on the Site.

• 3. RESTRICTIONS

  You agree that you will not:

  • 3.1 use the AlchemyAPI Services to reproduce copyrighted materials;
  • 3.2 make the AlchemyAPI Services available over a network (other than Orchestr8's network) where it could be used by others;
  • 3.3 translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the AlchemyAPI Services or any portion of them;
  • 3.4 circumvent any technology used by Orchestr8 or its licensors to protect information accessible via the AlchemyAPI Services;
  • 3.5 sell, rent, lease, transfer, or sublicense any of the AlchemyAPI Services;
  • 3.6 utilize the information provided by the AlchemyAPI Services to create a service similar to AlchemyAPI or any other Orchestr8 service, including but not limited to: text analysis services, meta-data extraction, retrieval, or entity extraction services, and content categorization services,
  • 3.7 utilize or enable a third party to utilize AlchemyAPI via any means that bypasses this agreement or the Orchestr8 API Key registration process, including but not limited to: proxy servers, spiders, scraping robots, or other technology,
  • 3.8 distribute, facilitate, or enable access to AlchemyAPI Services in any manner deemed by Orchestr8 in its sole discretion to be objectional or harmful to the business or reputation of Orchestr8,
  • 3.9 republish information provided by the AlchemyAPI Services in a bulk format;
  • 3.10 use the AlchemyAPI Services in any way that violates the terms of this Agreement; or

• 4. COPYRIGHTS

  As between you and Orchestr8, you acknowledge that Orchestr8 owns or has a license to all title and copyrights in and to the AlchemyAPI Services. All title and intellectual property rights in and to the content available through the AlchemyAPI Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.
  
  You understand that Orchestr8 may retain a copy of the metadata generated by the AlchemyAPI Services. By generating metadata through the AlchemyAPI Services, you grant Orchestr8 a non-exclusive perpetual, sub-licensable, royalty-free license to that metadata. Orchestr8's use of this metadata is governed by the terms of the AlchemyAPI Privacy Policy.

• 5. API KEY

  Orchestr8 will provide you with an API Access Key that will enable you to access the AlchemyAPI Services. Your use of this API Access Key is governed by the terms of this agreement. Your API Access Key should be considered private information and should not be provided to any person. Failure to abide by these terms may result in the termination of your access to AlchemyAPI Services.

• 6. ORCHESTR8 TRADEMARKS AND THIRD-PARTY TRADEMARKS

  The following are registered trademarks or trademarks of Orchestr8: Orchestr8, the Orchestr8 design logo, AlchemyPoint, AlchemyGrid, SOAPoint, SOASphere, as well as certain other Orchestr8 trademarks, service marks, graphics, and logos (collectively, the Orchestr8 Trademarks) used in connection with the AlchemyAPI Services. The AlchemyAPI Services may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Orchestr8 Trademarks or the trademarks of any third party.

• 7. LIMITED RELATIONSHIP

  You and Orchestr8 are independent contractors, and nothing in these Terms of Use shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that you have implemented the AlchemyAPI Services, you agree not make any other public statements that assert or imply any other relationship with Orchestr8, unless you have Orchestr8's prior written approval.

• 8. PRIVACY POLICY

  Unless otherwise addressed in this Agreement, the AlchemyAPI Services are subject to Orchestr8's Privacy Policy, that can be found at http://www.alchemyapi.com/company/privacy.html and that by reference is made a part of this Agreement. It is important that you read and understand the terms of Orchestr8's Privacy Policy. Orchestr8 may cooperate with and disclose information (including your Account Information) to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement due to your use of the AlchemyAPI Services.

• 9. INDEMNIFICATION

  You agree to hold harmless and indemnify Orchestr8, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users' use of the AlchemyAPI Services, use of AlchemyAPI & Orchestr8 Brand & Links other than as set forth in the AlchemyAPI Attribution Requirements, violation of these Terms of Use or other actions connected with use of Orchestr8 services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Orchestr8 will provide you with written notice of such claim, suit or action.

• 10. WARRANTIES

  THIS SITE, THE MATERIALS, DATA, AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SERVICE, IS AT YOUR SOLE RISK. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ON THE SITE. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

• 11. LIABILITY LIMITATIONS

  IN NO EVENT SHALL ORCHESTR8, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE ALCHEMYAPI SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

• 12. TERMINATION

  Orchestr8 has the right (though not the obligation) to, in Orchestr8's sole discretion:
  
  (a) refuse to provide the AlchemyAPI Services to you, if it in Orchestr8's reasonable opinion violates this agreement or is in any way harmful or objectionable, or;
  (b) immediately terminate or deny access to and use of the AlchemyAPI Services to any individual or entity for any reason, at Orchestr8's sole discretion.

• 13. NON-ASSERTION

  During and after the term of the Agreement, with respect to any of the AlchemyAPI Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

• 14. DMCA NOTICES

  If you believe that your own copyrighted work is accessible on the Service in violation of your copyright, you may provide our Designated Agent with a written communication as set forth in the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512(c)(3) that contains substantially the following information (a ."Notification"):
  
  Identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed so that we can locate the material. For example, "The copyrighted work is my content that appears at http://www.examplepage.com/exampleitem." If multiple copyrighted works at a single online site are covered by your Notification, you may provide a representative list of such works at that site. If you believe that your own copyrighted work is accessible on the Service in violation of your copyright, you may provide our Designated Agent with a written communication as set forth in the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512(c)(3) that contains substantially the following information (a .Notification.):
  
  * (a). Identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed so that we can locate the material. For example, "The copyrighted work is my content that appears at http://www.examplepage.com/exampleitem." If multiple copyrighted works at a single online site are covered by your Notification, you may provide a representative list of such works at that site.
  * (b). Identify the URL or other specific location on the Service that contains the material that you claim infringes your copyright described in Item 1 above. You must provide us with reasonably sufficient information to locate the alleged infringing material. For example, "The content at the following URL infringes on my copyright: http://www.alchemyapi.com/example."
  * (c). Provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.
  * (d). Include a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  * (e). Include a statement by you that the information contained in your Notification is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner's behalf.
  * (f). Include your name, mailing address, telephone number and email address.

• 15. FORCE MAJEURE

  Orchestr8 shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Orchestr8.s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

• 16. GOVERNING LAW

  By using the Services, you agree that the laws of the State of Colorado, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.