Terms of Use

Acceptance

OmegaQuant Analytics, LLC ("OmegaQuant", "we", "us", "our") offers access to our REST API as a value-added service to our trading partners ("you", "your") that have been approved by us. The API is designed to facilitate an automated alternative to the daily exchange of laboratory operations data via spreadsheets, reports, or other manual methods. By accessing the OmegaQuant API, you confirm that you are authorized to enter into a legally binding agreement on behalf of our trading partner, and that you have read these terms of use and agree to follow them.

License to Use API

Subject to the terms and conditions of these Terms of Use (the “Agreement”), OmegaQuant grants you a limited, revocable, non-exclusive, non-transferrable, and non-assignable license to access and use the API for the sole purpose of exchanging data between you and OmegaQuant for your internal use only (the “Permitted Purpose”). In exchange for this license, you agree to adhere to the following terms and conditions.

You agree to:

Use the API in a responsible and reasonable manner only for its intended purpose, as determined solely by us.
Protect and safeguard all credentials provided to you for access to the API.
Protect and safeguard any data submitted to or received via the API in compliance with all applicable laws and guidelines.
Read and understand the OpenAPI interactive documentation located at https://api-test.omegaquant.com/api/doc before attempting to access the API or seeking assistance from us.
Use the interactive documentation and corresponding demo account credentials responsibly, equitably, and reasonably as determined solely by us.
Supervise and steward the development of any application, website, tool, or other software that will consume the API in a responsible and reasonable manner, as determined solely by us.
Comply, and cause your employees, contractors and subcontractors to comply, with the terms of this Agreement.
Ensure that your calls to the API are compatible with the API.

You agree not to:

Use the API for anything other than the Permitted Purpose.
Submit excessive requests to the API as determined solely by us.
Conduct performance testing on the API in any environment including our test and production environments and any others to which you are granted access.
Use an unreasonable amount of bandwidth, or adversely impact the stability of the API or the behavior of other applications using the API.
Use the API in a way that could impair, harm, or damage the API, OmegaQuant, or our other trading partners.
Use the API to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks accessible via the API.
Use the API or any data obtained from its use to identify, exploit, or publicly disclose any potential security vulnerabilities.
Hack or break any security mechanism on the API or otherwise pose a security risk to use or the API.
Use the API in a manner that interferes with the functionality of the API.
Use the API in any manner or for any purpose that may violate any law or regulation or any right of any person.
Enable a third party to access or use the API or data accessible through the API.
Dissemble, decompile, or reverse engineer the API.
Disclose any API access credentials to any party not subject to this agreement.
Assume that it is our responsibility to assist you, your employees, or your contractors with the development and/or testing of your application, website, tool, or other software.

Usage Limits

OmegaQuant has implemented a per key daily quota and rate per minute throttling to protect the API from abuse and ensure its equitable availability and performance for all of our customers. The daily quota is based on the Coordinated Universal Time (UTC) date and time, and resets after midnight. Exceeding the daily quota will result in the account being locked until the following day, which will be returned in the "Retry-After" header as a date. Exceeding the per minute rate will incur a timeout penalty, the length of which will be returned in the "Retry-After" header as a number of seconds. These rates are calculated to provide reliable and equitable availability of the API to all of our users based on reasonable use case scenarios for our lab operations workflow.

The rates listed below are our current default rates, and are subject to change at any time either unilaterally or on a per account basis.

Production system limits:
Daily quota = 10,000 calls
Rate per minute = 100 calls
Excessive rate lockout = 60 seconds

Test system limits:
Daily quota = 1,000 calls
Rate per minute = 10 calls
Excessive rate lockout = 60 seconds

Disclaimer of Warranties

THE API, THE DATA ACCESSIBLE VIA THE API, ANY ASSOCIATED DOCUMENTATION, AND ANY OTHER INFORMATION, DATA, CONENT, TECHNOLOGY, OR MATERIALS PROVIDED BY US, OR OUR LICENSORS, IN CONNECTION THE API (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED "AS IS." WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE SECURE, UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, WILL MEET ANY REQUIREMENTS OR ACHIEVE ANY INTENDED PURPOSE OR RESULTS, WILL BE COMPATIBLE WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM, OR NETWORK) OR THAT THE DATA YOU STORE IN CONNECTION WITH THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, SUSPENSIONS, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE API OR OTHER SERVICE OFFERINGS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SYSTEM OR NETWORK; OR (iv) THE ACCURACY OF THE INFORMATION RETRIEVED VIA THE API. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO ONE THOUSAND DOLLARS ($1,000). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Termination

You are free to terminate this agreement at any time by notifying us, ceasing to use the API, and returning or destroying and credentials or other materials you have received regarding it use.

We are free to terminate this agreement at any time by locking access to the API and/or revoking access credentials.

Severability

If any provision of this agreement is found to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect.

Applicable Law

The Agreement is governed by the laws of the State of South Dakota without regard to any conflict of law provisions. The exclusive jurisdiction for any dispute concerning this Agreement will be the federal or state courts located in the State of South Dakota and you irrevocably consent to the exclusive jurisdiction of such courts.

Relationship of the Parties

Nothing in this Agreement creates any type of joint venture, partnership, employment relationship, franchise, sales relationship, or agency relationship between you and us and you shall make no representation to the contrary.

Waiver

The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

Force Majeure

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

Export Compliance and Restrictions

You shall, in connection with your use of the API and Service Offerings, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the economic sanctions programs implemented by the Office of Foreign Assets Control, U.S. Department of Treasury in connection with your use of the API and the Service Offerings.