Last updated: September 23, 2020
THESE API TERMS (“TERMS”) IS A LEGALLY BINDING AGREEMENT BETWEEN BUFFER, INC. (“BUFFER”) AND THE LEGAL ENTITY YOU REPRESENT (“YOU”). IF YOU USE OR ARE ENGAGING IN ACTIVITIES UNDER THESE TERMS FOR A BUSINESS OR CORPORATE ENTITY (“COMPANY”), WHETHER AS AN EMPLOYEE OR CONTRACTOR, THE TERM “YOU” INCLUDES, AND THE TERMS AND CONDITIONS HEREOF ARE BINDING ON, BOTH YOU AS AN INDIVIDUAL AS WELL AS SUCH COMPANY. IN ADDITION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY, AND THAT SUCH COMPANY HAS AUTHORIZED YOU TO ACCEPT THE TERMS OF THESE TERMS ON ITS BEHALF.
BUFFER IS WILLING TO PROVIDE A LICENSE TO ITS API AND API MATERIALS (EACH DEFINED BELOW) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT, AGREE TO AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS IN THESE TERMS. BY USING THE API, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU WILL NOT ACCESS, AND WILL ENSURE THAT YOUR CONTRACTORS WILL NOT ACCESS, THE API OR API MATERIALS.
1. Defined Terms
In addition to other terms that may be defined herein, the following terms, when capitalized and in singular or plural form, as appropriate, will have the meanings set forth as follows:
- 1.1 Affiliates
means any present or future corporation or other Entity that controls, is controlled by, or is under common control with a party (where control means (i) ownership of more than fifty percent (50%) of the shares, equity interest or other securities entitled to vote for election of directors, or (ii) the authority to direct management).
- 1.2 API
means an application programming interface that Buffer provides or otherwise makes available to You in connection with the API Materials or the Buffer Service provided hereunder.
- 1.3 API Materials
means the API, Documentation and Software collectively.
- 1.4 Application
means each software application You develop, or have developed on Your behalf by Your Contractor(s), with or in connection with the API Materials, which application is intended to be distributed for download and/or installation by end users for use on electronic devices or other consumer products.
- 1.5 Buffer Service
means the digital platform provided by Buffer that allows end users of an Application to interact with the Application.
- 1.6 Contractor
means Your independent contractor who develops and/or distributes an Application on Your behalf and who agrees to be bound by the terms of these Terms.
- 1.7 Documentation
means documentation that Buffer provides or otherwise makes available to You in connection with the API and Buffer Service.
- 1.8 Entity
means any corporation, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, limited liability company, firm, association, organization, or other legal entity.
- 1.9 Intellectual Property Rights
means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, right of privacy, authors' rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, worldwide.
- 1.10 Key
means a unique alpha-numeric code, issued by Buffer, specific to a particular Application that enables a particular feature or set of features in such Application.
- 1.11 Software
means (i) the software provided to You by Buffer and licensed under these Terms, including the software development kit(s) for the certain features; related libraries and headers; certain sample application(s) in human readable (source code) form or binary form; and (ii) additional software, if any, that Buffer provides to You. The contents of the Software may vary by feature and for platform specific versions.
2. License Grants
- 2.1 License to API
Subject to and conditioned upon Your compliance with the terms and conditions set forth in these Terms, Buffer hereby grants to You a personal, non-exclusive, non-sublicenseable (except as set forth below in Section 2.3), non-transferable, revocable license during the Term, to access and use the API Materials in accordance with the Documentation solely for the purposes of developing and testing an Application for use with the API and making the Application available to the public.
- 2.2 Sublicense Rights
Subject to and conditioned upon Your compliance with the terms and conditions of these Terms, Buffer hereby grants to You a personal, non-exclusive, non-sublicenseable, non-transferable, revocable license, during the Term to sublicense the license rights set forth in Section 2.2 solely to Your Contractors for the sole purpose of developing and distributing Applications on Your behalf, provided that (i) any sublicense rights granted to any such Contractor by You pursuant to this Section 2.3 may be granted on a single tier basis only, without further sublicense rights; and (ii) You will be responsible and liable for the acts and omissions of Your Contractors, including without limitation, their compliance with these Terms, as if such acts or omissions were Your own acts or omissions.
- 2.3 Alpha/Beta Releases
If the API Materials provided to You under these Terms are designated by Buffer as an “alpha” or “beta” release You acknowledge that any such API Materials are a prerelease or experimental version and may not be at the level of performance and compatibility of a final product. The API Materials may not operate correctly and may be substantially modified or withdrawn completely by Buffer. You will not, and will ensure that Your Contractors do not, do any significant development or testing using alpha or beta versions of the API Materials. Any development You undertake with an alpha or beta version of the API Materials is at Your sole risk.
- 2.4 Copies
In addition to any rights expressly provided above, subject to and conditioned upon Your compliance with the terms and conditions of these Terms, You may, and You may permit Your Contractors to, make a single copy of the Software only for backup purposes, provided that You (and/or Your Contractors, as the case may be) reproduce all copyright and other proprietary notices that are on the original copy of the Software. You will not, and will ensure that Your Contractors do not make more copies of the Software than specified in these Terms.
- 2.5 Retention of Rights
The API Materials are licensed and not sold to You. You acknowledge and agree that nothing in these Terms will convey, assign or otherwise transfer to You, Your Affiliates or Your Contractors any title or ownership rights in any part of the API Materials or the Buffer Service.
3. Provision of API
- 3.1 Your use of the API is subject to the use and rate limits posted by Buffer at https://buffer.com/developers/api. You are not permitted to access endpoints that are restricted and protected. If You have a need for a higher rate limit, You must request such higher rate limit, which Buffer will consider in its sole discretion.
- 3.2 In any agreement of any kind that You use to distribute the Application, including, without limitation, any end user license agreement, You shall: (a) disclaim all liability and warranties on behalf of Buffer (which disclaimer may generally reference Your licensors and not include Buffer by name) and (b) not impose any liabilities or warranties on Buffer.
- 3.3 Buffer reserves the right to modify the API and the API Materials, and to release subsequent versions of the API, in accordance with the remainder of this Section 3. You acknowledge and agree that You may be required to obtain and use the most recent version of the API in order for Your Application to continue to function with the API and the Buffer Service.
- 3.4 Buffer reserves the right to modify, suspend or discontinue the API and the Buffer Service at any time without notice or liability to You.
- 3.5 You agree to provide Buffer with access to Your Application and other materials related to Your use of the API as reasonably requested by Buffer in order for Buffer to verify Your compliance with these Terms. You agree that we may survey Your Application and You will not block or interfere with such efforts.
- 3.6 Buffer has no obligation to provide users or end users of Your Application with support, software upgrades, enhancements or modifications to the API. You acknowledge and agree that You are solely responsible for providing user and end-user support and any other technical assistance for Your Application.
4. License Grants
- 4.1 Permissions
You represent and warrant to Buffer that You have obtained all necessary rights, permissions and licenses, if any, in content, material, data, or code appearing, used, stored, recorded or displayed in or using any of the Applications and that the Applications will be in full compliance with all terms of applicable platform requirements (e.g., terms imposed by Apple and Google on developers and parties utilizing their respective technology platforms, marketplaces, etc.).
- 4.2 Application Restrictions
You agree that You will not, and Your Contractors will not, directly or indirectly:
- a) modify, adapt, translate, decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Buffer Service or API;
- b) include any viruses, worms, Trojan horses or any other harmful code that could, in Buffer's sole discretion, affect the Buffer Service or API;
- c) copy, distribute, reproduce, sell, resell, lend, lease, rent, use, or allow access to the Buffer Service or API Materials except as explicitly permitted under these Terms;
- d) use any content available through the API to populate any other sites, applications or services or to create a service substantially similar to the Buffer Service;
- e) interfere or attempt to interfere in any manner with the proper functioning of the Buffer Service or API;
- f) use the Buffer Service or API for any illegal or unauthorized purpose, including the unlawful distribution of the API Materials or the infringement, violation or misappropriation of any third party's Intellectual Property Rights or other proprietary rights;
- g) remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on the Buffer Service or in any API Material;
- h) access any undocumented feature of the API, or use any documented feature of the API other than for its intended purpose;
- i) attempt to conceal Your personal identity or Your Application's identity when requesting authorization to use the API;
- j) knowingly use the Buffer Service or API in a manner that adversely impacts the stability of Buffer's servers or the Buffer Service or adversely impacts the performance of the Buffer Service or API for other clients or applications using the Buffer Service or API, in Buffer's sole determination;
- k) use the API in such a way that knowingly harms, misuses, or brings into disrepute the Buffer Service or Buffer's brands, trademarks, logos or names;
- l) exceed the amount of bandwidth, storage or processing power as determined by Buffer in its sole discretion or use the API in a manner that exceeds any quota limitations as set by Buffer in its sole discretion;
- m) include content or materials (text, graphics, images, photographs, video, sounds, etc.) in Your Application that comprise, constitute or depict any of the following: (i) profanity, nudity, pornographic or obscene images or explicit sexual themes; (ii) defamatory, libelous, racist or discriminatory statements; (iii) material that is unnecessarily violent or dangerous to use; or (iv) material that is illegal or objectionable;
- n) conduct any benchmark or stress tests, cause or permit automated queries on the API, or publish any performance data relating to the API or the Buffer Service.
- 4.3 License to Buffer
You hereby grant to Buffer and Buffer's Affiliates a non-exclusive, royalty-free, worldwide license during the Term under all of Your Intellectual Property Rights, to use, reproduce, display, and execute all of Your Applications for (i) internal review and the development and testing of the API; and (ii) demonstrations of such API, its capabilities or functionalities, to third parties. Further, Buffer and its Affiliates may display in any media whatsoever Your name, the name of the Applications and any marks or logos associated with the Applications for purposes of marketing and promoting Your Application and the products and services of Buffer and its Affiliates.
5. Provision of API
- 5.1 The licenses to the Software granted to You hereunder are solely for the limited purposes set forth in Section 2 (License Grants). The Software, including, without limitation, the Documentation, shall not be used for any other purpose or use.
- 5.2 Except as expressly permitted in Section 2, You must not, and must ensure that Your Contractors do not, reproduce, distribute, publicly perform, publicly display or create derivative works of or based on the Software, or disclose, rent, lease, loan, provide or otherwise transfer, in any manner, to any third party the Software, Documentation or any portion thereof.
- 5.3 Excepting any portions of the Software provided to You in source code format, and excepting any third party code distributed with the Software that is licensed under contrary terms, You will not reverse engineer, disassemble, decompile, or translate the Software or any portion thereof, or otherwise attempt to derive the source code version of the Software, except if and to the extent expressly permitted under any applicable law. If applicable law expressly permits such activities, any information so discovered or derived shall be deemed to be the confidential proprietary information of Buffer and must be promptly disclosed by You to Buffer.
- 5.4 You must not, and must ensure that Your Contractors do not, access or use for any purpose any API other than such APIs as are expressly described in the Documentation.
- 5.5 You must not, and must ensure that Your Contractors do not, use the Software to create or develop any developer tools (including without limitation plug-ins and middleware) or any software other than end-user targeted Applications.
- 5.6 You must not, and must ensure that Your Contractors do not, use any part of the API and Buffer Service to do anything which degrades or otherwise negatively impacts Buffer's product or services.
- 5.7 You must not, and You must ensure that Your Contractors do not subject any portion of the API Materials, Software, or any Buffer intellectual property right to the terms of any “open source” license, including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology: (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge.
You agree to report promptly to Buffer all bugs You or Your Contractor encounter with the API or Software, along with Your logs, steps to reproduce such bugs, and experiences regarding the performance and use of the Buffer Service. All data, feedback and other information related to or in connection with the API however learned and by whomever collected or provided (collectively, “API Performance Data”), are, as between Buffer and You, the confidential and proprietary information of Buffer and subject to Section 8 (Confidentiality). API Performance Data may be used by Buffer for any purpose without payment or attribution to You.
7. Privacy; Data Collection and Use
- 7.1 Data, Non-Interference and Right to Use
You understand that the API may collect and send certain data to Buffer (hereinafter “Data”). You understand and agree that You, and entities working on Your behalf, will not alter, surveil, intercept, inhibit, direct, or otherwise interfere with the transmission of Data to Buffer and its Affiliates in connection with the API. You further agree that You and those working on Your behalf, will not directly access any Data that is stored in a private data store by the API Materials on an end user's device, apart from any access provided by Buffer. You agree that Buffer may use the Data: (a) to provide the API and the Buffer Service to You and Your end users, (b) to improve, optimize, troubleshoot, and create bug fixes for the API, and (c) for Buffer's business purposes, including without limitation (i) facilitating the provision of new products, updates, enhancements and other services, (ii) improving the Buffer Service, and (iii) providing new products, services or technologies to You, Your end users, and customers of Buffer and its Affiliates. Buffer will make commercially reasonable efforts to cooperate with You so that you can satisfy any obligations you may have to Your end users under applicable data privacy laws concerning access, correction and deletion rights.
- 7.2 Privacy Compliance
You hereby acknowledge and agree that the API Materials, API Performance Data and all related information, are confidential and proprietary to Buffer. Except as expressly permitted in these Terms, You will not, and will ensure that Your Contractors do not, disclose, or permit the disclosure of, any confidential or proprietary information of Buffer in any form or any information relating thereto to any third party without Buffer's prior written permission. You may not use any Buffer confidential or proprietary information for any purpose except to the extent expressly permitted in these Terms. You further acknowledge and agree that any unauthorized use or disclosure of the API Materials and such other Buffer confidential or proprietary information may cause irreparable harm and significant injury to Buffer that would be difficult to ascertain or quantify. Accordingly, You agree that Buffer will have the right without posting bond or proof of future damages to seek and obtain injunctive or other equitable relief to enforce the terms of these Terms and without limiting any other rights or remedies that Buffer may have.
9. Disclaimer of Warranties; Limitation of Liability.
- 9.1 DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE ON BEHALF OF YOURSELF AND YOUR CONTRACTORS THAT THE USE OF THE API MATERIALS AND BUFFER SERVICE (COLLECTIVELY, THE “SOLUTION”) IS AT YOUR SOLE RISK. THE API AND BUFFER SERVICE AND TECHNICAL SUPPORT, IF ANY, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BUFFER, ITS SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BUFFER AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE API AND BUFFER SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE API AND BUFFER SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE API AND BUFFER SERVICE WILL BE CORRECTED.
- 9.2 LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL BUFFER, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THESE TERMS OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE API AND BUFFER SERVICE, EVEN IF BUFFER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUFFER'S CUMULATIVE LIABILITY ARISING FROM THE SERVICES, PRODUCTS AND SOFTWARE PROVIDED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, INDEMNIFICATION, CONTRIBUTION, OR OTHERWISE, WILL BE LIMITED TO THE DIRECT DAMAGES RECOVERABLE UNDER LAW, BUT NOT TO EXCEED $100 USD. YOU HEREBY RELEASE BUFFER, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THIS LIMITATION. ALL CLAIMS BY YOU, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, MUST BE BROUGHT WITHIN TWO YEARS FROM THE DATE THE CAUSE OF ACTION ACCRUES. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. This provision applies notwithstanding any contrary provision in these Terms.
You agree to indemnify and hold harmless Buffer, its Affiliates and licensors, and each of their respective officers, directors, employees, agents and successors and assigns (each, a “Buffer Indemnitee”), from and against any and all claims, actions, suits, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each Buffer Indemnitee (including but not limited to costs of defense, investigation and reasonable attorneys' fees) arising out of, resulting from or related to (i) the download, installation, duplication, storage, execution, display, performance, making of derivative works, use or distribution or transfer of any Application or related documentation or any content or materials or derivative works or products used by or in the Applications by any person or entity (except and solely to the extent such infringement is directly caused solely by the unmodified API Materials, or portions thereof, as supplied to You by Buffer under these Terms); (ii) any breach of these Terms, including in particular any breach of Section 4.3 or Section 7, by You or Your Contractors; and/or (iii) any use, reproduction or distribution of the API Materials, as modified or integrated by You, or by Your Contractor on Your behalf, which causes an infringement of any patent, copyright, trademark, trade secret, or other intellectual property, publicity or privacy right of any third parties arising in any jurisdiction anywhere in the world (except and solely to the extent such infringement is directly caused solely by the unmodified API Materials, or portions thereof, as supplied to You by Buffer under these Terms). If and as requested by Buffer, You agree to defend, at Your cost, each Buffer Indemnitee in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing; provided that You will not settle any claim, action or suit without the prior written consent of Buffer. Buffer HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU OR YOUR CONTRACTORS HARMLESS UNDER THESE TERMS.
11. Use of Name and Trademarks
The API Materials may embed the trade names, trademarks, service marks, logos domain names and other distinctive brand features of Buffer, its Affiliates or third parties (“Marks”). When such attribution is embedded, such as a “powered by” logo included in the user interface or when otherwise required by Buffer, You must, and You will ensure that Your Contractors, display it as provided or otherwise described in the API Materials or other instructions provided by Buffer and may not delete or in any manner alter these Marks. Except as set forth in the preceding sentence, You will not, and will ensure that Your Contractors do not, display or make any use of Buffer or its Affiliates' names, marks or logos in connection with the Application without the prior written approval of Buffer. All permitted uses of the Marks must be in accordance with Buffer's trademark usage guidelines (as may be updated from time to time by Buffer), available from Buffer upon written request. You will not, and You will ensure that Your Contractors do not, display the Marks in any manner that falsely expresses or implies that the Application or any content transmitted via the Application is sponsored or endorsed by Buffer. Buffer has the right to monitor the quality of all of Your Applications and has the right to take all action that it deems necessary to ensure that Your activities under and uses of the Marks are consistent with the reputation for quality and prestige of products bearing and service performed under the Marks.
12. Term and Termination; Survival.
- 12.1 Term and Termination
These Terms will be effective upon acceptance by You and will continue until terminated as provided herein (the “Term”). You may terminate the Agreement at any time by deleting and destroying all copies of the API Materials, API Performance Data and all related information in You or Your Contractor's possession or control. The licenses granted to You by Buffer will terminate immediately and automatically, with or without notice, if You or Your Contractor fail to comply with any provision hereof. Additionally, Buffer may at any time terminate these Terms, either with or without cause, upon notice to You.
- 12.2 Survival
Sections 1 (Defined Terms); 2.7 (Retention of Rights); 5.7 (Feedback); 7 (Privacy; Data Collection and Use); 8 (Confidentiality); 9 (Disclaimer of Warranties; Limitation of Liability); 10 (Indemnity); 12.1 (Term and Termination); 12.2 (Survival); and 13 (Governing Law; Venue) through 19 (Miscellaneous) will survive the termination of these Terms.
13. Governing Law; Venue
These Terms is governed by and interpreted in accordance with the laws of the state of California, United States of America, without giving effect to its conflict of laws provisions. Except as set forth in Section 15 (Dispute Resolution), any claim, lawsuit or proceeding arising out of or related to these Terms must be brought exclusively in the state or federal courts of San Francisco, California and You hereby consent to the exclusive jurisdiction and venue of such courts.
If any provision (or portion of a provision) of these Terms will be held to be illegal, invalid, or unenforceable, the legality, enforceability or validity of the remaining provisions (or portion of the applicable provision) of these Terms will not be affected.
Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of these Terms will be settled by binding arbitration in San Francisco, California, under the Rules of the American Arbitration Association by three arbitrators appointed in accordance with the Rules. If there is a conflict between the Rules and the terms of these Terms, the terms of these Terms will prevail. All other disputes will be resolved by a court specified in Section 13. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys' fees and costs incurred in connection with any arbitration.
16. Export Compliance Assurances
You acknowledge that all API Material obtained from Buffer and Your Applications are subject to the US government export control and economic sanctions. You represent and warrant that You, Your Contractors and Your Affiliates will not directly or indirectly export, re-export, transfer or release any Application to any destination, person, entity or end use prohibited or restricted under US laws without respective prior US government authorization to the extent required by applicable regulation.
17. Compliance with Laws
You will, and will ensure that Your Contractors will, abide by all applicable local, state, national, and foreign laws, treaties and regulations in connection with Application(s) and Your use of the API.
18. No Third Party Rights
The parties agree and confirm their mutual intention that neither these Terms nor any of the terms of these Terms will be enforceable by any person or entity not a direct party to it. Notwithstanding that any term of these Terms may be or may become enforceable by a person who is not a party to these Terms, the terms and conditions of these Terms may be modified or amended, or these Terms may be suspended, cancelled, rescinded or terminated by the parties as provided in Section 19.3 without the consent of any such third party.
- 19.1 Entire Agreement
These Terms constitute the entire and exclusive agreement between Buffer and You with respect to the API, the API Materials, and the Buffer Service and supersedes all prior agreements (whether written or oral) and other communications between Buffer and You with respect to the API Materials.
- 19.2 No Assignment
You will not, and will ensure that Your Contractors do not, delegate, transfer or assign these Terms or any of the rights, duties or obligations hereunder (whether voluntarily, by operation of law, or otherwise) without Buffer's prior written consent. Any attempted assignment, transfer or other delegation without such consent will be null and void and will constitute a material breach. Buffer may assign this agreement at any time without obtaining Your consent. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their permitted successors, transferees, and assignees.
- 19.3 Amendement
Except to the extent that Buffer is expressly precluded by applicable law, Buffer further reserves the right to make changes to these Terms by providing You with reasonable notice of the changes (e.g., which notice may be sent to You via e-mail at the address You provided during registration or posted on the Buffer developer website). You will be responsible for reviewing and becoming familiar with any and all such changes. If You or Your Contractors continue to use any portion of the API and Buffer Service after notice of any changes has been provided or posted, You will be deemed to have accepted any and all such changes.
- 19.4 Interpretation
The headings appearing at the beginning of the Articles and Sections contained in these Terms have been inserted for identification and reference purposes only and must not be used to construe or interpret these Terms. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders. Any reference to any agreement, document, or instrument will mean such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Whenever the words “include,” “includes,” or “including” are used in these Terms, they will be deemed to be followed by the words “without limitation.” Whenever the words “hereunder,” “hereof,” “hereto,” and words of similar import are used in these Terms, they will be deemed references to these Terms as a whole and not to any particular Article, Section or other provision hereof. The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and “either” are not exclusive.