API TERMS OF USE. Thank you for using the Golfmanager Application Programming Interfaces (the “GM API”). This API Terms of Use, together with the GM Privacy Policy and API Terms of Service form a binding contract between you, or the company or legal entity that you represent, and Golfmanager S.L. (“GM” or “Company”). As used in this API Terms of Use, “we,” “our,” and “us” shall refer to GM; and “you” and “your” shall refer to the individual, company or legal entity that you represent. By accessing and using the GM API, you agree to abide by the API Terms of Use and any guidelines or other documentation provided by us for use in connection with the GM API (“API Documentation”).

1. API LICENSE GRANT. Subject to your compliance with the API Terms of Use, as well as our Privacy Policy and Terms of Service when applicable we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to (a) access and use the GM API and API Documentation to receive, modify, use and display End User Data in your website or native applications for mobile devices (“Your Application”) subject to the permissions granted for the relevant End User account; (b) use the GM API, API Documentation, and/or End User Data to develop, test, and support Your Application; and/or (c) distribute Your Application to our Customers or End Users and to allow such Customers and/or End Users to access the integration of the GM APIs within Your Application. You may not use the GM API for any other purpose without our prior written consent. If you are integrating with GM API in Your Application, you may reasonably charge for Your Application provided you do not sell, rent, lease, sublicense, redistribute or syndicate access to the GM API, or any Customer or End User Data.

2. TRADEMARK LICENSE GRANT. Subject to your compliance with these API Terms of Use, we grant you a non-exclusive, revocable, non-transferable, and non-sublicensable license to reproduce and display the GM name and logo (the “GM Marks”) in accordance with our trademark guidelines and solely to promote or advertise your integration of the GM API in Your Application.

3. RESERVATION OF RIGHTS. We reserve all rights not expressly granted by these API Terms of Use.

4. LICENSEE OBLIGATIONS. In connection with your use of the GM API, you must: (a) obtain the explicit consent of End Users before collecting, using, posting, or sharing any End User Data obtained through the GM API on an End User’s behalf; (b) comply with the GM Terms of Service and Privacy Policy; and (c) comply with any requirements or restrictions imposed on usage of End User Data by the owner of such data. Although the GM API can be used to provide you with access to End User Data, neither GM’s provision of the GM API to you nor your use of the GM API overrides any requirements or restrictions place on such End User Data by our Customer, the End User or a third party with a legal interest in the End User Data; (d) maintain a user agreement or terms of use and a privacy policy for Your Application, which is prominently identified or located where End Users download or access Your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of End User Data in clear, understandable, and accurate terms. You must promptly notify us in writing via email to info@golfmanager.com of any breaches of your user agreement or privacy policy that impact or may impact users of the GM API, the Software or our Site; (e) obtain the consent of an End User prior to deleting or destroying any of the End User Data associated with their GM account; and (f) provide attribution to GM as the source of data in accordance with the following guidelines: (i) display a GM Mark so it is clear to the End User that the data is from GM; (ii) link the logo in such GM Mark to golfmanager.com; and (iii) comply at all times with trademark guidelines provided by GM when using or displaying the GM Marks.

5. USE RESTRICTIONS. You and Your Application may not: (a) access, store or share End User Data to which the End User has not granted you explicit access rights; (b) make requests that exceed our rate limit or use the GM API in a manner that impacts the stability of our servers or impacts the behavior of other applications using the GM API; (c) engage in any activity that compromises, breaks orcircumvents any of our technical processes or security measures associated with the GM API, the Software or our Sites, or that poses a security vulnerability to any other Customer or End User; (d) request or publish information impersonating a Customer or End User, or misrepresenting any Customer or End User or other third party in requesting or publishing information; (e) create or disclose metrics about, or perform any statistical analysis of the GM API; (f) display GM’s Marks or Customer or End User Data in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and GM, other than your permitted use of the GM API; (g) display Customer and/or End User Data on any site that disparages GM or our products or services, or infringes any GM intellectual property or other rights; (h) copy, sell, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer or decompile), modify or alter any part of the GM API; (i) sell, rent, lease, share, transfer, assign, or sublicense any Customer or End User Data or other information or data obtained through the GM API, directly or indirectly, to or with any third party, including any data broker, ad network, ad exchange or other advertising or monetization-related party; (j) use Customer or End User Data in any advertisements or for purposes of targeting advertisements (whether such advertisements appear in Your Application or elsewhere); (k) attempt to cloak or conceal your identity when requesting authorization to use the GM API; (l) use the GM API for any application that constitutes, promotes or is used primarily for the purpose of dealing in spyware or any other malicious programs or code, activities that violate any law or regulation, or any rights of any person including, but not limited to, intellectual property rights, and activities that, in our sole judgment, are offensive or might harm our business or our reputation; and (m) accessing the GM API or API documentation in order to replicate or compete with the GM APIs, the Software, or our Sites. You are also prohibited from launching, directly or indirectly, any service or product that directly competes with the Golfmanager software.

6. USE LIMITATIONS. We may limit the maximum End User Data that may be accessed, the rate at which such End User Data may be accessed, and/or the number of requests that Your Application may make via the GM API. We may change such usage limits at any time, without prior notice, and/or may utilize technical measures to prevent over-usage and/or stop usage of the GM API by an application after any usage limitations are exceeded.

7. Charges may apply for the integration of the GM API with your Application/Software and for its use based on API calls or other criteria. As applicable, fees associated with your access and/or use of the API shall be provided to you in a separate API TERMS OF SERVICE with the corresponding Service Level Agreement (SLA) and economic conditions.

8. TERMINATION. Your license to utilize the GM API and GM Marks shall continue until terminated by either you or we as set forth in this provision. You may terminate this license at any time by discontinuing your use of the GM APIs. We may suspend or terminate your right and license to use any or all the GM APIs and the API Documentation at any time, with or without cause, and with or without notice to you unless otherwise agreed in the separate API TERMS OF SERVICE applying to you specific agreement. Upon termination of your license for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of End User Data, API Documentation and GM Marks.

9. WARRANTY DISCLAIMERS. We do not represent and warrant that the GM APIs are free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid. The GM API is provided on “AS IS, AS AVAILABLE” BASIS, WITH NO WARRANTIES OF ANY KIND. YOUR USE OF THE GM APIs IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF GM API INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

10. LIMITATION OF LIABILITY. We shall not, under any circumstances be liable to you for any indirect, incidental, or consequential damages arising out or in connection with the use of the GM API, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise) or any pecuniary loss. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS API TERMS OF USE (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED €100 EUROS OR THE AMOUNT stated in the API TERMS OF SERVICE, when applicable.

11. RELEASE AND WAIVER. To the maximum extent permitted by applicable law, you hereby release and waive  all claims against us, and our subsidiaries, affiliates, parent company, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the GM API, Customer or End User Data, or the GM Marks.

12. INDEMNIFICATION. To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold us harmless, as well as our subsidiaries, affiliates, parent company, officers, agents, attorneys, licensors, co-branders or other partners, and employees from any and all third party claims arising from or in any way related to your use of the GM APIs, including any liability or expense arising from all claims, losses, damages, liabilities, costs and fees (including reasonable attorneys’ fees) of every kind and nature.

13. REMEDIES. You acknowledge that your breach of these API Terms of Use may cause us irreparable harm, which you acknowledge would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which we may be legally entitled, we shall have the right to seek immediate injunctive relief in the event of a breach of these API Terms of Use by you or any of your officers, employees, consultants or other agents.

14. You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public and private communications with our existing or potential developers and customers, subject to your standard trademark usage guidelines as provided to us from time to time.

15. PARTY RELATIONSHIP. You and GM are independent contractors and these API Terms of Use do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. You shall not have any authority to assume or create any obligation for or on behalf of GM, express or implied, and you shall not attempt to bind us to any contract without our express written consent.

16. SEVERABILITY. If any provision of these API Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions remain in full force and effect.

17. GOVERNING LAW AND VENUE. These API Terms of Use and the relationship between you and us will be governed by the laws of SPAIN without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in the city of MADRID, SPAIN.

18. NO WAIVER. Our failure to exercise or enforce any right or provision of these API Terms of Use shall not constitute a waiver of such right or provision.

19. Sections 9, 10, 11, 12, 13, 16, 17 and 20 will survive the termination or expiration of these API Terms of Use.

20. ENTIRE AGREEMENT. These API Terms of Use, together with our Privacy Policy and API Terms of Service (when applicable), constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any inconsistency between these API Terms of Use and our Privacy Policy and/or API Terms of Service, these Terms of Use shall control.