ArcaPix API License
Version 1.0, November 2015

http://www.arcapix.com/licenses/ArcaPix-API-1.0

Copyright 2015 ArcaPix Limited

PLEASE READ CAREFULLY BEFORE ACCESSING THE PIXIT MEDIA API.

This agreement (the API Licence), and any document expressly referred to in it,
is a legal agreement between you (you) and ArcaPix Holdings Limited of
1 Park Road, Hampton Wick, Kingston Upon Thames, Surrey KT1 4AS
(together with its group companies) (us, our or we) for access to our API.

For the purposes of this API Licence the “API” means the application
programming interface that will allow your data management system (the Site) to
directly interface with our PixStor Platform as the same may be amended by us
from time to time, including the functionality, specifications and/or
performance characteristics of the API.

We licence use of the API to you on the basis of this API Licence. We do not
sell the API to you and we remain the owners (or licensors) of the API at all
times.

PLEASE NOTE: THE API IS ONLY AVAILABLE TO PIXIT MEDIA AND ARCASTREAM CUSTOMERS. BY ACCESSING THE API YOU CONFIRM YOU ARE A CUSTOMER OF PIXIT MEDIA AND/OR
ARCASTREAM AND THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS API
LICENCE ON BEHALF OF YOUR ORGANISATION. BY USING THE API YOU AGREE TO THE TERMS
OF THIS API LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU ARE NOT A
CUSTOMER OF PIXIT MEDIA AND/OR ARCASTREAM OR YOU DO NOT AGREE TO THE TERMS OF
THIS API LICENCE, WE WILL NOT LICENSE THE API TO YOU AND YOU MUST NOT USE THE
API.

You should print a copy of this API Licence for future reference.

1 Grant of licence
In consideration of you agreeing to abide by the terms of this API Licence, we
hereby grant to you a limited, non-exclusive, revocable, non-transferable and
non-sublicensable licence to use and access the API and underlying content so
that your Site can interface directly with PixStor, on the terms and conditions
of this API Licence.

2 SCOPE OF LICENCE
2.1 You may only use the API (and any derivative works thereof) for your
internal business purposes.
2.2 Except as expressly set out in this API Licence or as permitted by any
local law, you undertake:
2.2.1 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or
modify the API;
2.2.2 not to use or distribute the API (or any part of it) or any derivate
works thereof for revenue-generating or other commercial purposes;
2.2.3 not to copy, disassemble, de-compile, reverse engineer or create
derivative works based on the whole or any part of the API nor attempt to do
any such things except to the extent that such actions cannot be prohibited
because they are essential for the purpose of achieving inter-operability of
the API with PixStor, and provided that the information obtained by you during
such activities:
2.2.3.1 is used only for the purpose of achieving inter-operability of the API
with PixStor;
2.2.3.2 is not disclosed or communicated without our prior written consent to
any third party to whom it is not necessary to disclose or communicate it; and
2.2.3.3 is not used to create any software which is substantially similar to,
or which competes with, the API;
2.2.4 to supervise and control use of the API and ensure that the API is used
by your employees and representatives in accordance with the terms of this API
Licence;
2.2.5 to include our copyright notice on all entire and partial copies of the
API in any form;
2.2.6 not to provide, or otherwise make available, the API in any form, in
whole or in part (including, but not limited to, program listings, object and
source program listings, object code and source code) to any person other than
your employees without prior written consent from us; and
2.2.7 to comply with all applicable technology control or export laws and
regulations.
2.3 You acknowledge that the licence granted to you under this API Licence is
strictly limited to the use of PixStor. As such you agree not to use the API in
connection with any other Site or in connection with any products, systems,
applications or hardware other than PixStor.

3 ACCEPTABLE USE
3.1 Except as expressly set out in this API Licence or as permitted by any
local law, you undertake not to:
3.1.1 use the API in any way that is unlawful or fraudulent, or has any
unlawful or fraudulent purpose;
3.1.2 attempt to disable or circumvent any security software or procedures on
the API;
3.1.3 use or operate the API for the benefit of or on behalf of any third party
or permit any third party to have access to the API;
3.1.4 remove or alter any trademark, logo, copyright or other proprietary
notices, symbols or labels within the API;
3.1.5 knowingly transmit any data, send or upload any material that contains
viruses, Trojan horses, worms, time-bombs, logic bombs, keystroke loggers,
spyware, adware or any other harmful programs or similar computer code designed
to adversely affect the operation of any computer software or hardware; or
3.1.6 use the API in any way that may degrade, diminish or result in the loss
of performance of the API.

4 CONDUCT AND CONTENT
You are solely responsible for your conduct whilst using the API and for any
consequences thereof. Furthermore, you will ensure that any content transmitted
via the API will not contain any material which: is defamatory of any person;
contains any material which is obscene, offensive, hateful or inflammatory;
promotes sexually explicit material; promotes violence; promotes discrimination
based on race, sex, religion, nationality, disability, sexual orientation or
age; infringes any copyright, database right or trade mark (or other
intellectual property rights) of any other person; is likely to deceive any
person; is made in breach of any legal duty owed to a third party, such as a
contractual duty or a duty of confidence; promotes any illegal activity; is
used to misrepresent your identity or affiliation with any person; gives the
impression that it emanates from us, if this is not the case; or advocates,
promotes or assists any unlawful act such as (by way of example only) copyright
infringement or computer misuse.

5 Intellectual property rights
5.1 You acknowledge that all right, title and interest (including all
intellectual property rights (which shall include without limitation copyright,
trade marks, logos, diagrams, source and object code materials, data and
processes, design rights, patents, know-how, inventions, get-up, database
rights, in each case whether registered or unregistered)) in and to the API
throughout the world belong to us, that rights in the API are licensed (not
sold) to you, and that you have no rights in, or to, the API other than the
right to use them in accordance with the terms of this API Licence.
5.2 Except as set out in this API Licence, or as otherwise agreed between us in
writing, you will not publish, reproduce or otherwise use any branding (whether
logos, trade names or otherwise) of Arcastream and/or Pixit Media.
5.3 Where any derivative works are produced using the API you must replicate
this API Licence (as the same is updated by us from time to time in accordance
with condition 11.2) in the source code of any such derivative works.

6 DISCLAIMER
6.1 PLEASE TAKE EXTREME CARE WHEN ACCESSING THE API. YOU ACKNOWLEDGE AND AGREE
THAT YOUR USE OF THE API AND THE UNDERLYING CONTENT IS AT YOUR SOLE RISK AND AS
SUCH YOU ACCEPT SOLE RESPONSIBILITY FOR YOUR USE OF THE API AND MANAGING YOUR
DATA. WE ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY LOSS OR
DAMAGE TO YOUR DATA (OR TO YOUR COMPUTER SYSTEM OR OTHER DEVICE) CAUSED ON
ACCOUNT OF YOUR ACCESS TO OR USE OF THE API.
6.2 YOU ACKNOWLEDGE THAT THE API HAS NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL
REQUIREMENTS AND THAT WE LICENSE THE API (AND ANY OPEN SOURCE SOFTWARE WITHIN)
TO YOU “AS IS”. THE API IS PROVIDED FREE OF CHARGE AND AS SUCH WE MAKE NO
WARRANTY AS TO ITS PERFORMANCE, SUITABILITY OR OTHERWISE. WE DO NOT WARRANT
THAT THE API WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE API WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. IT IS YOUR RESPONSIBILITY TO
ENSURE THAT THE FACILITIES AND FUNCTIONS OF THE API MEET YOUR REQUIREMENTS.
6.3 EXCEPT AS EXPRESSLY STATED IN THIS API LICENCE, THERE ARE NO CONDITIONS,
WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE
BINDING ON US. ANY CONDITION, WARRANTY, REPRESENTATION OR OTHER TERM CONCERNING
THE SUPPLY OF THE API WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN,
THIS API LICENCE WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, IS EXCLUDED TO THE
FULLEST EXTENT PERMITTED BY LAW.

7 Limitation of liability
7.1 You expressly acknowledge and agree that to the fullest extent permitted by
law, we shall not in any circumstances whatever be liable to you, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
arising under or in connection with this API Licence (and/or your use of,
and/or inability to use, the API) for loss of profits, sales, business, or
revenue, business interruption, loss of anticipated savings, loss or corruption
of data or information (including the deletion of, or corruption of, or failure
to store, any data maintained or transmitted by or through your use of the
API), loss of business opportunity, goodwill or reputation, or any direct,
indirect or consequential loss or damage.
7.2 Subject to condition 8.3, our maximum aggregate liability under or in
connection with this API Licence whether in contract, tort (including
negligence) or otherwise, shall in all circumstances be limited to a sum equal
to £1.
7.3 Nothing in this API Licence shall limit or exclude our liability for:
7.3.1 death or personal injury resulting from our negligence;
7.3.2 fraud or fraudulent misrepresentation;
7.3.3 any other liability that cannot be excluded or limited by English law.
7.4 This API Licence sets out the full extent of our obligations and
liabilities in respect of the supply of the API.

8 INDEMNITY
You agree to indemnify, and keep indemnified, us (and our officers, directors,
agents, affiliates, partners and licensors) against any claim, loss, damage,
liability, costs or expenses (including but not limited to reasonable legal
costs) arising from or incurred as a result of your misuse of the API or as a
result of you breaching this API Licence and you agree to cooperate as fully as
reasonably required by us in the defence of any such claim.

9 EXPORT
9.1 You will not export, directly or indirectly, any technical data acquired
under this API Licence (or any products, including software, incorporating any
such data) in breach of any applicable laws or regulations (Export Control
Laws), including United States export laws and regulations, to any country for
which the government or any agency thereof at the time of export requires an
export licence or other governmental approval without first obtaining such
licence or approval.
9.2 You undertake:
9.2.1 contractually to oblige any third party to whom you disclose or transfer
any such data or products to make an undertaking to it in similar terms to the
one set out above; and
9.2.2 if requested, to provide us with any reasonable assistance, at our
reasonable cost, to enable us to perform any activity required by any competent
government or agency in any relevant jurisdiction for the purpose of compliance
with any Export Control Laws.

10 CHANGES
10.1 We may, from time to time (and at our sole discretion), release new
versions of the API in order to (without limitation) correct faults, add
functionality or otherwise amend or upgrade the API.  If following such update,
you don’t wish to continue using the API you can cancel the API at any time by
simply deleting the API from your Site. If you continue to use the API from
your Site you will be deemed to have accepted any modifications.
10.2 We may revise this API Licence at any time (and without notice to you) by
amending this page. Please check this page from time to time to take notice of
any changes we made, as they are binding on you.

11 Termination
11.1 We may change, suspend and/or discontinue all or any aspect of the API
(including its availability), at any time.
11.2 We may suspend or terminate your access to and use of the API and
underlying content for any reason, at any time and without notice to you.
11.3 You can choose to terminate this API Licence by simply deleting the API
from your Site.
11.4 Upon termination for any reason:
11.4.1 all rights granted to you under this API Licence shall cease with
immediate effect;
11.4.2 you must cease all activities authorised by this API Licence; and
11.4.3 you must immediately and irretrievably delete or remove the API from all
computer equipment in your possession.

12 Other important terms
12.1 We may monitor your use of the API to ensure your compliance with this API
Licence.
12.2 We may transfer our rights and obligations under this API Licence to
another organisation, but this will not affect your rights or our obligations
under this API Licence.
12.3 You may only transfer your rights and/or your obligations under this API
Licence to another person (including in the event of a change of control within
your organisation) if we agree to such transfer in writing.
12.4 This API Licence and any document expressly referred to in it constitute
the entire agreement between you and us. You acknowledge that you have not
relied on any statement, promise or representation made or given by or on
behalf of the us which is not set out in this API Licence or any document
expressly referred to in it.
12.5 If we fail to insist that you perform any of your obligations under this
API Licence, or if we do not enforce our rights against you, or if we delay in
doing so, that will not mean that we have waived our rights against you and
will not mean that you do not have to comply with those obligations. If we do
waive a default by you, we will only do so in writing, and that will not mean
that we will automatically waive any later default by you.
12.6 Each of the conditions of this API Licence operates separately. If any
court or competent authority decides that any of them are unlawful or
unenforceable, the remaining conditions will remain in full force and effect.
12.7 This API Licence, its subject matter and its formation (and any
non-contractual disputes or claims) are governed by English law. We both agree
to the exclusive jurisdiction of the courts of England and Wales.