By accessing or using the ChangeNOW API, you agree to these API Terms and Conditions (also called the “API Terms”). API terms is a form of agreement that you or any company you represent (“Partner“, “you”, “your”) and CHN Group LLC (“ChangeNOW“, “we”, “us”) for the publicly available application programming interfaces by ChangeNOW ( “ChangeNOW API”, “our API”). By using the ChangeNOW API, you agree to the terms below. ChangeNOW does not grant you the right to use the ChangeNOW API if you disagree with any of these terms. We reserve the right to update and change these terms from time to time without notice.
- “API” means the software application, website, interface or any other means you use that can be integrated with the Partner’s software.
- “API Credentials” means the credentials that allow you to make authenticated requests to the ChangeNOW API.
- “Customer” means any individual who makes transactions through the integrated ChangeNOW API.
- “Partner” means you or the company you represent in a professional relationship with ChangeNOW.
2. Using of Services
2.3. You declare, agree, and warrant that you will not violate any laws, contracts, rights of third parties or commit offenses by accessing our API and that you are solely responsible for your actions or omissions when using our API.
2.4. When using the ChangeNOW API, you will (and will ensure that your employees, agents, providers will):
- Using the ChangeNOW API only to develop, use and distribute the service it provides.
- Restrict disclosure of the API Credentials, or any part thereof, to your agents, employees, or services providers, who must require access to use, maintain, implement, correct or update your application following the Terms, and who are subject to confidentiality obligations.
- Not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the Terms to any third party.
- Not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the ChangeNOW API, Data, Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law.
- Not accessing our API or documentation to replicate or compete with Services.
- Not accessing our API in any manner that compromises, breaks or circumvents any of our technical processes or security measures associated with Services, poses a security vulnerability to customers or users of the Services.
3. Other Rights and Limitations
3.1. You agree not to assert any patent rights related to the API or applications developed using the API against ChangeNOW, ChangeNOW customers, or other licensees of the API for making, using, selling, offering for sale, or importing any products or technology developed using the API.
3.2. You agree not to access or use the ChangeNOW API to develop or distribute the Application in any way in furtherance of criminal, fraudulent, or other unlawful activity.
3.3. You agree not to use the API for any other purpose other than to allow your users to use the Service in your Application.
3.4. You agree not to Implement features or business practices or use the APIs in a way that may harm the ChangeNOW reputation, relationships or professional ecosystem.
4.1. You acknowledge that you may receive confidential or proprietary information related to API which is either identified as confidential at the time of disclosure or should reasonably be deemed confidential by you under the circumstances, regardless of whether it is marked as confidential or private (collectively referred to as "Confidential Information").
4.2. ChangeNOW API and API credentials are considered ChangeNOW as confidential information.
4.3. You may use Confidential Information only to the extent necessary to exercise its rights following these API Terms. Without limiting any other obligations under these API Terms, you agree that you will protect Confidential Information from unauthorized use, access, or disclosure in the same way you would use to protect your own confidential and private information.
5. Warranty Disclaimer
CHANGENOW API AND DOCUMENTATION ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHANGENOW OR THROUGH OR FROM THE CHANGENOW API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN API TERMS. CHANGENOW DOES NOT WARRANT THAT OUR API AND DOCUMENTATION ARE SUITABLE FOR API PARTNER'S USE, THAT OUR API OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR, THAT OPERATION WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. FURTHER, CHANGENOW MAKES NO WARRANTY REGARDING THE RESULTS OF THE USE OF OUR API AND DOCUMENTATION.
6. Limitation of Liability
CHANGENOW WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE, MISUSE OF OR INABILITY TO USE OUR API WITH ANY THIRD PARTY SOFTWARE, ITS CONTENT OR FUNCTIONALITY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE; BUSINESS INTERRUPTION OR WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; LOSS OF BUSINESS INFORMATION, DATA OR DATA USE; LOSS OF GOODWILL; DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF CHANGENOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, CHANGENOW TOTAL LIABILITY TO API PARTNER FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF API PARTNER’S USE OF OUR API AND/OR IP ON THIS API, OR ANY OTHER PROVISION OF THESE API TERMS, SHALL NOT EXCEED THE AMOUNT OF 100 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
7. Term and Termination
7.1. These Terms will take effect for you as soon as you get access to the API until it is terminated by either Party.
7.2. ChangeNOW reserves the right to suspend your access to the Partners API for any reason, including but not limited to breaches of these Terms, in its sole and absolute discretion, immediately without prior notice and liability.
7.3. Any termination of these API Terms shall also terminate the right to use our API hereunder.
7.4. Upon termination of the Terms: (a) each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information); (b) Partner shall immediately cease displaying any ChangeNOW Trademarks on any website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including the right of Partner to access and use the ChangeNOW API.
7.5. ChangeNOW's rights and your obligations contained in these API Terms will remain in effect after the expiration or termination of these API Terms.
8. Applicable Law
8.1. These Terms are governed by the laws of Saint Vincent and the Grenadines. These Terms are to be treated in all respects as a Saint Vincent and the Grenadines contract, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
8.2. Any disputes, claims, or controversies between you and ChangeNOW regarding these Terms or the use of the API, which are not amicably resolved, shall be settled through binding arbitration (rather than in court) by telephone, online, or based solely upon written submissions without in-person appearance.
9.1. ChangeNOW has the right to involve third parties in the fulfillment of its obligations.
9.2. You may not assign or transfer any of your rights or obligations or any interest or rights granted hereunder to any third party without the prior written consent of ChangeNOW.
9.3. By installing, copying, or otherwise using our API, you acknowledge that you have read, understand, and agree to be bound by the terms and conditions indicated above.
10.1. These Terms constitute the entire agreement between you and ChangeNOW concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements, and statements.
10.2. These Terms may only be modified by a written amendment duly executed by us. No waiver, concession, extension, representation, alteration, addition, or derogation from these Terms by us, or under the Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative.
10.3. Failure on our part to comply with any provision of these Terms does not constitute a waiver of any of our rights under these Terms.
10.4. If you have any questions or comments regarding these Terms, contact us at email@example.com.