These terms and conditions ("Terms") govern your access to the information contained on the TokBox website (the “Website”), use of the TokBox application program interface(s) (API(s)), sample software code, and other related materials provided or made available by TokBox (the "Platform") that enable you to implement the TokBox live video chat platform services offered by TokBox (the "Service") on one or more website(s), web application(s), or mobile application(s) owned and controlled by you ("Your Product").
“TokBox”, “we”, “us”, “our”, and similar means TokBox Inc. as the context requires.
“You” or “your” means you, the person who has downloaded and is using or uses the Platform and Service and is the licensee under these Terms, or the employer or other entity on whose behalf you are acting.
In order to use the Website, Platform, and Services, you are required to accept and to agree to be bound by these Terms. You agree to incorporate these Terms into Your Products and ensure that your customers adhere to these Terms.
We reserve the right to change, modify, or update the Platform at any time, to impose additional restrictions or limitations on the Service (including, without limitation, the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on ToxBox’s servers on your behalf), or to change, modify or update the fees charged for all or a portion of the Service. You agree that ToxBox has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Service. TokBox may decide what features to include in the Service and whether to make them optional or mandatory. You further acknowledge that ToxBox reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
We also reserve the right to change, modify or update the Terms at any time. If we revise the Terms, we will post the revised Terms on our Website, and you consent to receiving notice of any changes through such posting. If required by law, TokBox will also provide you notice of changes as provided in Section 17. If you do not agree to the revisions, you must cease to use the Platform and remove the Service from Your Product. Your continued use of the Platform or use of the Service on Your Product after the posting of the revised Terms means that you have accepted the new Terms.
You consent to the collection and processing of your personal information in order to provide you an application programming interface ("API") key. If you share your API key with any person, you (and not TokBox) are responsible for any actions that person may take. If you believe that someone has used your API key without your permission, contact us at email@example.com.
If you are signing up for the Platform and the Service on behalf of a company, you represent that you are duly authorized to represent such company and accept the Terms on behalf of such company. If you are entering into these Terms on behalf of your company, the terms "you" and "your" in these Terms mean your company and all of its employees. If you are entering into these Terms on your own behalf, you agree that you are personally bound by these Terms. In such cases, the terms "you" and "your" mean you.
a) Subject to your compliance with these Terms and with the payment requirements for the Services, TokBox grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Platform in order to display, interface and implement the Service on Your Product, solely in accordance with the terms and conditions of these Terms. You may not install or use the Platform for any other purpose without TokBox's prior written consent.
b) You acknowledge that the Platform and the Service are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries and that all ownership and intellectual property rights in the Platform and the Service, including without limitation the trademarks TOKBOX and OPENTOK and all related trade names, service marks, logos, domain names and the like (“TokBox Marks”) do and shall, as between you and TokBox, belong exclusively to TokBox. Except as expressly provided herein, these Terms grant you no right, title, license, or interest in any intellectual property owned or licensed by TokBox, including (but not limited to) the Platform, the Service or the TokBox Marks.
c) You will not sell, transfer, assign, rent, lease, or sublicense TokBox's code, the Platform, or the Service to anyone.
d) To the extent any features available through the Service are provided by other third parties, TokBox will make commercially reasonable efforts to communicate any policies, requirements, or guidelines of those third parties to you. You agree to follow those policies, requirements, or guidelines.
a) The Service includes branding for TokBox. You agree not to remove, obscure, or alter any branding contained in the Service or any notice of any TokBox Marks. You may not display TokBox Marks on Your Product (or otherwise) other than (i) through the display of the Service in accordance with the Platform and TokBox's branding guidelines located at www.tokbox.com/support/branding and (ii) solely for the purpose of disclosing that Your Product has implemented the Service in a manner that does not suggest any further relationship or endorsement of Your Product by TokBox.
b) Other than through the API configuration options provided by TokBox, you may not, nor allow any third party to, alter, change or modify any user interface, feature or functionality of the Service without the express written consent of TokBox.
c) You may not nor allow any third party to, copy, reverse engineer, decompile or disassemble TokBox's code, the Platform, or the Service, or build alternative methods to access the Service other than as provided through the Platform (except to the limited extent such restrictions are expressly prohibited by applicable statutory law).
d) Notwithstanding the foregoing paragraphs of this section 5, TokBox licenses certain components of the Platform (e.g. the TokBox HTML Embed) under a permissive software license. In these cases, you agree not to use any TokBox Marks, including those originally built into the code we provide, in any modified version of that code unless (i) it follows the branding guidelines located at www.tokbox.com/branding or (ii) you have entered into a separate written trademark license agreement with TokBox.
e) You agree to update code provided by TokBox in connection with modifications to the Service or Platform in a reasonable and timely fashion after TokBox makes them available.
f) TokBox may update files on our servers that will automatically change the functionality of the Platform or Service, and you consent to those updates.
g) You will not obscure or cover any graphical element of the Service or otherwise interfere with the operation of the Platform or Service.
h) When users interact with the Service, TokBox receives and stores certain personally non-identifiable information as well as aggregated user information and statistics, such as number of unique users, number of sessions and total minutes streamed. TokBox may store such information itself or such information may be stored by and shared with TokBox affiliates, agents, service providers and current and prospective business partners. TokBox uses the foregoing information to provide, improve, market and enhance its products and services and for other lawful business purposes.
i) TokBox reserves the right to place volume limitations on access to the Platform or Service. TokBox reserves the right to cap concurrent video chat sessions conducted via Your Product in its discretion.
j) These Terms do not entitle you to any support for the Platform or the Service, unless you make separate arrangements with TokBox and pay all fees associated with such support (if any). Any such support provided by TokBox shall be subject to the Terms as modified by the associated support agreement.
k) You hereby grant TokBox a limited, non-exclusive, non-transferable, non-sublicenseable license to display your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that you use the Platform and the Service.
l) You may not sell or otherwise display any advertising, promotion or sponsorship within the Service (pre-roll, post-rolls).
You may not sell or otherwise display any advertising, promotion or sponsorship within the Service.
You are solely responsible for all content, services and advertising available through Your Product. You may not incorporate or use the Service in connection with Your Product if Your Product or any of the content, services or advertising available on Your Product (or if your use of the Service otherwise) falls within any description below:
a) Is primarily directed to children aged 13 or under or that has children aged 13 or under as a significant proportion of its users;
b) Uses the Platform in, or to develop, a product or service that competes with products or services offered by TokBox;
c) Contains adult entertainment, including pornography, erotic content, sexually explicit content, prostitution, or any other content not appropriate for general audiences;
d) Offers or promotes gambling, games of chance involving the payment of any consideration, or illegal sweepstakes or contests;
e) Promotes, encourages or facilitates any illegal activity, violates the law or violates the rights of any third party (including, without limitation, intellectual property rights, rights of privacy, or rights of personality);
f) Constitutes, promotes or is used for the purpose of dealing in: spyware, adware, or other malicious programs or code; counterfeit goods; items subject to U.S. embargo; unsolicited mass distribution of email; multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment; libelous, defamatory, abusive, harassing or otherwise offensive content; body parts or bodily fluids; stolen products or items used for theft; fireworks, explosives, or hazardous materials; or weapons.
If you are unsure whether Your Product meets any description above, please email us at firstname.lastname@example.org so we can discuss whether your proposed use is acceptable.
c) Monitoring and Abuse. TokBox does not actively monitor the Service, but may elect to do so in its discretion. However, TokBox will not be responsible for any claim based on any commentary or content posted in the Service by any user or any actions taken by any user of the Service, including any claim that the user content violates any person's rights or is defamatory, libelous or otherwise illegal. You acknowledge that you are solely responsible for monitoring and controlling abusive or inappropriate behavior in the Service in connection with Your Product. You will regularly monitor and respond to reports of abuse, including by terminating user accounts where appropriate. You will also ensure that Your Product that implement the Service is at all times subject to terms and conditions binding on all users that are no less protective of TokBox and the Platform (and no less restrictive) than these Terms.
d) DMCA. You will maintain a policy for removing content and terminating repeat infringers that complies with the Digital Millennium Copyright Act.
e) Recording. You agree to comply, and require that your users comply, with all applicable laws, whether federal, state, local or international, relating to the privacy of communication for all parties to a conversation, including, when required, advising all participants in a recorded video chat that the video chat is being recorded.
f) Content. You are solely responsible for all information, data, text, communications, recordings, videos, music, sound, photographs, messages or other materials ("content") that you or any of Your Product users upload, store, post, publish, display or otherwise transmit or use (hereinafter, "post") in connection with the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by TokBox. TokBox reserves the right to investigate and take appropriate legal action against anyone who, in TokBox’s sole discretion, violates these Terms, including without limitation, removing the offending content from the Service, suspending or terminating the access of such violators and reporting you to the law enforcement authorities. Without limiting the foregoing, you shall not (nor shall you allow any third party to) use the Service to:
(i) post any content that: is unlawful, harassing, tortious, defamatory, pornographic, libelous or invasive of another’s privacy; you do not have a right to transmit under any law or under contractual or fiduciary relationships; poses or creates a privacy or security risk to any person; infringes any intellectual property or other proprietary rights of any party; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or in the sole judgment of ToxBox, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose ToxBox or its Platform users to any harm or liability of any type;
(ii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(iii) violate any applicable local, state, national or international law, or any regulations having the force of law;
(iv) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
(v) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
a) Contact and Cooperation. You must be reachable during reasonable business hours for security questions or concerns through the contact information that you provided upon requesting your Platform key.
b) Your Network. You will ensure that all networks, computer and operating systems, software and other systems used to operate Your Product employ security measures to prevent unauthorized access to or use of any user data and the Service. You must promptly report any security deficiencies in or intrusions to your systems to TokBox at email@example.com.
c) Disclaimer. You understand that the operation of the Service, including your (or your users’) content, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to TokBox’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your content. TokBox will have no liability for any unauthorized access or use of any content, or any corruption, deletion, destruction or loss of any content. You further acknowledge and agree that ToxBox may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of ToxBox, its users and the public.
d) In addition to our rights to terminate or suspend Services to you as described in Section 11 below, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions").
You represent and warrant that: (a) you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute any content or data on Your Product or that is used or incorporated with the Service, and that neither Your Product nor any related content violate the rights of any third party (e.g. copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including but not limited to any export, re-export, or import laws and the laws of any country in which your content or service is made available; (b) you have all necessary rights and authorizations to agree to these Terms and to use the Platform and the Service as contemplated by these Terms; and (c) your agreement and compliance with these Terms and use of the Platform and the Service will not violate any law, regulation or contractual obligation.
(a) You may terminate the Service at any time, for any or no reason, by deleting your account, unsubscribing from the Service, and disabling Your Product’s access of the Platform and use of the Service.
(b) We reserve the right to suspend or terminate your right and license to access or use any or all of the Platform and Service or terminate these Terms in their entirety (and, accordingly, your right to use the Service) at any time, for any or no reason by providing you thirty (30) days' advance notice in accordance with the notice provisions set forth in Section 10 below. If TokBox determines that providing advance notice would negatively impact TokBox’s ability to provide Services, TokBox may suspend your right and license to access or use any or all if the Platform and Service or terminate these Terms in their entirety (and, accordingly, cease providing all Services to you), with no notice.
(c) In addition, We may suspend your right and license to access and use the Platform and the Service or terminate these Terms in their entirety (and, accordingly, your right to use the Service), for cause effective as set forth below:
Immediately upon notice if: (i) TokBox determines that Your Product is harmful to or inconsistent with TokBox's reputation and goodwill, (ii) if you violate any provision of the Section 7 or we have reason to believe that you have violated any provision of Section 7, (iii) there is an unusual spike or increase in your use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Service; (iv) we determine, in our sole discretion, that our provision of any of the Services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (i) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding.
Immediately and without notice if you are in default of any payment obligation with respect to any of the Services or if any payment mechanism you have provided to us is invalid or charges are refused for such payment mechanism.
Five (5) days following our provision of notice to you if you breach any other provision of these Terms and fail, as determined by us, in our sole discretion, to cure such breach within such 5-day period.
d) Upon our suspension of your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by you, notwithstanding the suspension; (ii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Services; and (iii) all of your rights with respect to the Services shall be terminated during the period of the suspension.
e) Upon any termination of these Terms or your access to the Service, for any reason: (i) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services; (ii) all rights and licenses granted by TokBox to you herein shall terminate, (iii) you shall immediately remove the Service from Your Product and remove all copies of the Platform from all computers, hard drives, networks, and other storage media, (iv) all of your content on the Service (if any) may be permanently deleted by ToxBox. Notwithstanding anything to the contrary in these Terms, the following provisions shall survive and remain in full force and effect following any termination of the parties' obligations under these Terms: Sections 10 and 12-18.
TOKBOX DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR THE SERVICE COMPLIES WITH ANY LEGAL REQUIREMENTS, IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS (INCLUDING WITHOUT LIMITATION SERVICE SUSPENSIONS), OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE PLATFORM AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND TOKBOX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LEGALITY, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. YOUR USE OF THE PLATFORM AND THE SERVICE ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THEIR USE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
TOKBOX SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) (i) FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE PLATFORM OR THE SERVICE, ANY SERVICE SUSPENSION, OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT TOKBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) FOR ANY AMOUNT IN EXCESS OF $100 OR, IF GREATER, THE FEES PAID BY YOU TO TOKBOX IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 AND 13 MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold TokBox and its affiliates, officers, directors, agents, service providers, partners, and employees harmless from any claim, demand or allegation made by any third party, and all related losses, damages, liabilities, costs and expenses (including attorneys' fees), that it is any way related to:
These Terms govern your use of the Platform and the Service and constitute the entire agreement between you and TokBox regarding the subject matter hereof. These Terms supersede any prior agreements between you and TokBox relating to your use of the Platform and the Service (including, but not limited to, any prior versions of these Terms). The failure of TokBox to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision, and a waiver of any default is not a waiver of any other default. If a court of competent jurisdiction finds any provision of these Terms to be invalid, the provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the parties' original intentions as reflected in the provision, and so that the other provisions of the Terms remain in full force and effect. All headings in the Terms are for convenience only and have no legal or contractual effect. The Terms are personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without TokBox's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. TokBox expressly reserves and shall have the right to assign the Terms and to delegate any of its obligations hereunder.
We may send you any notices, including those regarding changes to these Terms, to the email address you provided when you requested your API key or through any other reasonable means. Any notices to TokBox must be sent to TokBox, Inc., 501 2nd Street, Suite 310, San Francisco CA 94107 via first class or air mail or overnight courier and are deemed given upon receipt.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. ToxBox will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to ToxBox at firstname.lastname@example.org (subject line: “DMCA” Takedown Request”). You may also contact us by mail or facsimile at:
Attention: DMCA c/o Scott Lomond, TokBox, Inc.
510 2nd Street, Suite 310
San Francisco CA 94107
Notice: To be effective, the notification must be in writing and contain the following information:
a) In its sole discretion, TokBox shall determine whether you are eligible for a free trial subscription to the Service.
b) We reserve the right to limit the number of free trials per account and take actions to prevent abuse.
c) You must agree to these Terms in order to be eligible for a free trial.
d) During the free trial, you are authorized to access and use the Platform and Service solely to the extent allowed by TokBox. TokBox is not obligated in any way to provide customer support or technical assistance to you during your free trial. TokBox may change the conditions of the free trial or discontinue it entirely at any time without notice.
e) During the free trial, you may use the Service for internal demonstration purposes only. TokBox expressly prohibits you from deploying the Service on any public or privately-facing website or mobile application for any commercial purpose (a “Live Deployment”) during the free trial including without limitation (i) for the purpose of generating advertising revenue directly or indirectly from the Service, (ii) as an inducement for downloading toolbars, plugins, or downloads of any type, (iii) as part of a paid service of any kind, (iv) to provide any form of paid or unpaid support to your customers or users, or (v) as part of any brand, product, or service promotion or communication activity of any kind. TokBox reserves the right at any time to terminate your free trial and suspend your API key should it determine in its sole discretion that your free trial is a Live Deployment.
a) To the extent the Services or any portion thereof are made available for any fee, you agree to pay all applicable fees (including any minimum subscription fees) as set forth in the pricing section of our Website. We may increase or add new fees for any existing Service or Service feature by giving you notice. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. p b) We may specify the manner in which you will pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required.
c) Should you have any dispute as to fees associated with your account, please contact us at email@example.com within 30 days of the date of the activity that generated such dispute, and we will attempt to resolve the matter. Any and all refunds issued to resolve such a dispute shall be issued as credits to your account, but in no event shall there be any cash refunds. Disputes older than 90 days shall not be entitled to any refunds or credits.
d) TokBox monthly subscriptions auto-renew. If you want to cancel your renewal you must log in to your account to cancel your subscription at least 24 hours before your monthly renewal date. Please contact us if you have any questions.