Starbrix legal documents

Updated: 18.04.2024

Developer Terms

These Terms, together with any other terms and policies referenced and incorporated by reference herein, constitute a legally binding agreement as of the Effective Date (as defined below). They govern your access to and use of our application program interfaces, software, or accompanying documentation or materials (collectively, the "API"). Please carefully read these Terms before accessing or using the API.

These Terms are entered into between Starbrix International Ltd ("Starbrix", "Starbrix.app", "us", "we", or "our") and you, either individually or on behalf of your employer or any other entity which you represent ("you" or "your"). If you represent your employer or another entity, you hereby represent that you have full legal authority to bind your employer or such entity (as applicable) to these Terms. After reading and understanding these Terms, you agree to them on behalf of your employer or the respective entity (as applicable), and they will bind your employer or such entity (as the case may be).

You acknowledge that these terms are binding, and you affirm and signify your consent to them by either clicking on a button or checking a checkbox for the acceptance of these terms or by accessing or using the API, whichever occurs earlier (the "Effective Date"). If you do not agree to comply with and be bound by these terms or do not have authority to bind your employer or any other entity (as applicable), please refrain from accepting these terms or using the API.

1. API Permissions

API License: Subject to your compliance with the Terms, Starbrix grants you a limited, non-transferable, nonexclusive, revocable, royalty-free license, without the right to sublicense, to use the API to develop, implement, integrate, and interface your application ("App") with the Starbrix.app Services as defined in our  Terms of Service  and distribute Your App to end users who are also customers of Starbrix.app Service.

License Restrictions. Except as expressly authorized under these Terms, you may not:

• use, copy, modify, display, distribute, transfer, or sublicense any portion of the API;
• make the functionality of the API available to any third party through any means, including, without limitation, any hosting, application services provider, service bureau, or other type of service; or
• use the Starbrix name, trademarks, logos, or anything confusingly similar, or anything that may create a connotation of false endorsement by Starbrix, in connection with any App created by you, or in a manner that creates a sense of endorsement, sponsorship, or false association with Starbrix.

You acknowledge and agree that portions of the API, and Services, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Starbrix.app and its licensors.

Accordingly, you agree not to disassemble, decompile, or otherwise reverse engineer the API, or Services, in whole or in part, or to permit or authorize a third party to do so, except to the extent that such activities are expressly permitted by law notwithstanding this prohibition.

You agree to fully comply with all applicable export laws and regulations to ensure that neither the API, and Services, any technical data related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

2. API Access Requirements

Every App must maintain absolute compatibility with the API to gain access to the API and Services. This entails:

• applying all API updates provided by Starbrix,
• implementing all functionalities identified as critical by Starbrix, and
• supporting any standards (including encryption standards) required by Starbrix.

You agree to adhere to any limitations on access, calls, or use of the API or Services (referred to as "Service Limits") set by Starbrix and will not attempt to circumvent such Service Limits without separate prior written consent from Starbrix.

You may not use or access the API or Services to monitor the availability, performance, or functionality of the API or Services, or for any benchmarking or competitive purposes.

3. Updates and Support

At its discretion, Starbrix may maintain, support, update, or provide error corrections for the API. If Starbrix issues an update or maintenance release for the API, unless you receive a separate license from Starbrix expressly superseding these Terms, such update or release will be subject to the terms and conditions herein.

4. Your App

If you make your App available to individuals outside your organization, you agree to do so exclusively under the terms of a user agreement ("EULA") and privacy policy ("Privacy Policy") specific to your App. These agreements will be presented to users prior to downloading or accessing your App. You further agree that the EULA and Privacy Policy will comply with all relevant laws and regulations, and you will obtain and maintain all necessary consents and permissions related to the collection, use, storage, and sharing of data in clear, understandable, and accurate terms.

Each EULA and Privacy Policy must provide at least the same level of protection to Starbrix's proprietary rights in the API as outlined in these Terms. This includes provisions covering restrictions on reverse engineering (to the maximum extent permitted by law), disclaimer of warranties, and limitation of liability.

Explicit consent from the end user is required before collecting, using, posting, or sharing any Customer Data obtained through the API on behalf of an end user. Merely authorizing your application by the end user does not constitute consent. You and your App are prohibited from engaging in any transmission, storage, or other use of Customer Data beyond the scope of what the end user has consented to.

Regarding any third-party "Open Source" software or other third-party intellectual property in your App ("Third-Party Code"):

• You must fully comply with the terms and conditions governing such Third-Party Code, including displaying any attributions, copyright information, and other notices required for end users based on your use of such Third-Party Code.
• You shall only use Third-Party Code that does not impose any obligations on, or affect Starbrix.app, the end users, or any aspect of our Services and related intellectual property, in the ordinary use and exploitation of your App (as indicated in any applicable terms between you and Starbrix).

5. Services Data

The results, usage statistics, data, or information derived from your use of the API or Services ("Service Data") may only be employed for your internal business purposes.

6. Acceptable Use

You are prohibited from using or accessing the API, or Services for any unlawful purpose, any purpose not expressly authorized hereunder, or in any manner inconsistent with the Terms. Additionally, you acknowledge and agree that your Apps must not contain any content that

• Infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy.
• Violates, or encourages conduct that would violate, any applicable law or regulation or would give rise to civil liability.
• Is fraudulent, false, misleading, or deceptive.
• Is defamatory, obscene, pornographic, vulgar, or offensive.
• Is violent or threatening, or promotes violence or actions that are threatening to any person or entity.
• Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group.
• Promotes illegal or harmful activities or substances.
• Use, display, mirror, or frame the Services or any individual element within the Services without the express written consent of Starbrix.
• Access, tamper with, or use non-public areas of the Services, Starbrix.app’s computer systems, or the technical delivery systems of Starbrix.app’s providers.
• Attempt to probe, scan, or test the vulnerability of any Starbrix.app system or network or breach any security or authentication measures.
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Starbrix.app or any of its providers or any other third party (including another user) to protect the Services.
• Collect or store any personally identifiable information from other users of the Services without their express permission.
• Violate any applicable law or regulation.
• Utilize Third Party Code that imposes any obligation on or affects Starbrix.app, the end users, or any aspect of our Services, and related intellectual property, in the ordinary use or any exploitation of your App.

7. Protection of End User Data

7.1 Data Collection

During your utilization of the API, you may access data or information, including personal data, associated with your Apps. Additionally, you may gather information, content, Customer Data, or any other data from end users of your App for various purposes, such as App performance, activities, or lawful reasons. All data, content, Customer Data, or information collected is collectively referred to as "End User Data".

7.2 Use of End User Data

You agree to employ, process, share, and transfer End User Data only as authorized by the end user or as necessary for the functionality of your App, as detailed in your Privacy Policy or any other Data Protection Agreement. End User Data must be handled, stored, transmitted, and processed in accordance with this Agreement, your Privacy Policy, agreements with end users, and applicable laws. You must also uphold the data subject rights of end users, including the right to delete, revoke, and review their End User Data. Starbrix assumes no liability for End User Data processed by your App.

7.3 Security:

You are responsible for maintaining the confidentiality and security of End User Data in accordance with privacy laws and regulations. Implement appropriate technical and organizational measures to ensure the security of processing operations, consistent with industry standards and any additional requirements provided by Starbrix.

7.4 Incident Notification:

Promptly notify Starbrix of any unauthorized access, security vulnerabilities, or incidents affecting End User Data or Starbrix.app's systems. Provide necessary information and assistance to investigate and remediate incidents, complying with all legal and contractual obligations. You are liable for any costs or damages incurred by Starbrix due to such incidents.

7.5 Deletion of End User Data upon App Deactivation:

Upon deactivation or termination of an App, delete all End User Data within 30 days unless expressly permitted otherwise by the end user. If consent for data retention is obtained, continue to maintain End User Data in accordance with your Privacy Policy and end user agreements. Notify Starbrix of compliance with data deletion or obtainment of further consent from end users.

8. Ownership

The API is licensed to you and not sold, with Starbrix retaining full ownership, including all intellectual property rights. Starbrix.app reserves all rights not expressly granted in these Terms.

9. Feedback

As a developer, you are encouraged to offer suggestions, comments, feature requests, or any other feedback concerning Starbrix.app Materials, the Starbrix.app Service, or the API ("Feedback"). Such Feedback is deemed integral to Starbrix Materials and becomes the exclusive property of Starbrix without any restrictions or limitations on its utilization. Starbrix reserves the right to accept or decline Feedback without any obligation to implement it.

10. Term and Termination

These Terms remain in effect from the Effective Date until they are terminated. You have the right to terminate these Terms at any time by notifying Starbrix.

In the event of your breach of any term or condition of these Terms, Starbrix reserves the right, at its sole discretion and without prior notice, to:

• Suspend your and your App’s access to the API or Services;
• Terminate all licenses or permissions granted under these Terms; or
• Terminate these Terms.

Additionally, Starbrix may terminate these Terms or any licenses or permissions granted herein, at its sole discretion, by providing you with three months’ notice. Upon termination:

• All licenses or permissions granted to you will cease;
• You must discontinue your App’s access to and use of the API; and
• Within fifteen (14) days of termination, you must destroy all copies of the API, Services Data, and any confidential information of Starbrix.app.

Sections 1 (with respect to License Restrictions only), 6, 7, 8, 10, 11, 12, 13, 14, 16, and 17 will survive the termination of these Terms.

11. Warranty

The API is furnished on an "as is" and "as available" basis, with no warranty of any kind. Starbrix explicitly disclaims all warranties and conditions, whether express or implied, including but not limited to any implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, as well as any warranties and conditions arising from course of dealing or usage of trade pertaining to the API. No advice or information, whether conveyed orally or in writing, obtained from any source outside of these Terms, shall establish any warranty or condition not expressly articulated herein.

12. Liability

Starbrix's aggregate liability to you, arising from all causes of action and under all legal theories pursuant to these Terms, shall be limited to, and not exceed, one hundred euros.

Except in cases of breach of Section 12 and your indemnification obligations under Section 13, neither party shall be liable to the other for any special, incidental, exemplary, punitive, or consequential damages (including loss of use, data, business, or profits), or for the cost of procuring substitute products, arising out of or in connection with these Terms or the use or performance of the API. This limitation of liability applies regardless of whether such liability arises from a claim based on contract, warranty, tort (including negligence), strict liability, or any other legal theory, and irrespective of whether the party has been advised of the possibility of such loss or damage. These limitations shall persist and be enforceable even if any limited remedy set forth in these Terms is found to have failed of its essential purpose.

13. Indemnity

You undertake to defend, indemnify, and hold Starbrix harmless against any liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) incurred as a result of any third-party claim, action, or proceeding brought against Starbrix (hereinafter referred to as a "Claim") arising from your App or your use of the API. This includes, but is not limited to, any alleged infringement, violation, or misappropriation of any third-party rights (such as intellectual property rights and privacy rights), or your breach of these Terms.

Upon receipt of a Claim, Starbrix shall promptly notify you in writing and afford you the opportunity to assume control over the defense and/or settlement of the claim. However, Starbrix reserves the right to retain legal counsel, at its own expense, to participate in the defense and settlement of the Claim.

14. Confidentiality

The API constitutes confidential information of Starbrix, and you agree to utilize it solely as expressly authorized herein and as necessary to exercise your rights under these Terms.

Unless explicitly authorized herein, you are prohibited from disclosing Starbrix’s confidential information to any third party. However, you may disclose Starbrix’s confidential information to your employees and subcontractors who require such information to fulfill their obligations under these Terms, provided that each such individual is bound by a written agreement containing usage and disclosure restrictions at least as protective as those delineated herein.

You undertake to exert all reasonable efforts to preserve the confidentiality of Starbrix’s confidential information, employing measures no less stringent than those typically applied to safeguard your own proprietary information of comparable significance.

15. Modification

Starbrix retains the authority to amend the provisions of these Terms at any time and at its sole discretion. Such alterations will be communicated to you in writing, which may encompass posting the updated terms on the Starbrix.app website.

Should any notified modifications to these Terms prove unacceptable to you, your exclusive recourse will be to terminate these Terms in accordance with Section 10 above. Your continued access and/or utilization of the API subsequent to receiving such notification will signify your acceptance of the informed modifications.

16. Governing Law and Jurisdiction

These Terms and any dispute arising therefrom shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms shall be exclusively settled by the courts of competent jurisdiction located in Helsinki, Finland, following the procedures outlined in Section 17.1 of the  Terms of Service  regarding Arbitration.

17. General

These Terms are originally drafted in English and may be translated into other languages for your convenience. In the event of any conflict between the English version and a translated (non-English) version of these Terms, the provisions of the English version shall prevail.

Neither party shall be held liable for any failure or delay in the performance of its obligations due to events beyond its reasonable control, including but not limited to denial-of-service attacks, interruptions or failures of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, war, pandemics, terrorism, or governmental actions.

The parties are independent contractors, and these Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between them. There are no third-party beneficiaries to these Terms. We will use the contact details we have on record for you to provide notices as outlined herein. Notices to us shall be sent to Starbrix Limited Ltd at [email protected]. Notices provided to you in connection with these Terms, including those related to your use of the API, shall be deemed delivered upon the earlier of receipt or 24 hours after delivery.

These Terms, and all rights and obligations herein, may not be transferred or assigned by you without our written approval. We may assign our rights and/or obligations herein without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized herein shall be null and void.

These Terms shall be enforced to the fullest extent permitted by applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver under these Terms shall be effective unless made in writing and signed by an authorized representative of the waiving party.