This DATADISTILLR THIRD-PARTY API TERMS OF SERVICE (the “API TOS”) is an agreement you must accept in order to use the third-party APIs that we provide access to through the DataDistillr website. This document describes both your rights and your obligations as part of using these third-party APIs. It is important that you read it carefully because you will be legally bound to these terms.
Your license to access the third-party APIs on our website is limited as set forth hereinabove.
Subject to the restrictions herein, we grant you a non-exclusive, worldwide, non-transferable (subject to the section titled "Assignment"), limited, revocable, non-sublicensable license to access the third-party APIs on our website only as necessary to develop, test and support an integration of your data with the Services. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of the third-party APIs on our website, or use any third-party APIs in violation of any other agreements with us.
You shall not use any third-party API for any purposes beyond the scope of the license granted in this API TOS. Without limiting the foregoing and except as expressly set forth in this API TOS, you shall not at any time, and shall not permit others to: (i) copy, modify, or create derivative works of any third-party API, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the third-party API; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the third-party API, in whole or in part; (iv) remove any proprietary notices from the third-party API; (v) use the third-party API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (vi) combine or integrate the third party API with any software, technology, services, or materials not authorized by us.
You shall be responsible and liable for all uses of the third-party APIs resulting from access provided by us, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. You shall take reasonable efforts to make all of your end users aware of this API TOS’s provisions as applicable to such end user’s use of the API and shall cause end users to comply with such provisions.
You may need to obtain an API Key through the registration process from the third party providing the API in order to use and access the third-party APIs. You may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as your sole means of accessing the third-party APIs. The API Key may be revoked at any time by us.
You will use commercially reasonable efforts to safeguard the third-party APIs from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the third-party API’s and will fully cooperate with us in any legal action taken by us to enforce any intellectual property rights.
If an API charges for any queries, those costs will be your full responsibility. If we are billed by a third-party for your access to a third-party API, we will pass those costs on to you on a periodic basis. Note that some third-party API’s can charge on a per-query basis, and if you set up automated queries, you have the potential to generate multiple fees.
You represent and warrant that you have validly entered into this API TOS and have the legal power to do so. If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the third-party APIs on our website. You acknowledge that this API TOS is a contract between you and DataDistillr, even though it is electronic and is not physically signed by you and DataDistillr, and it governs your use of the third-party APIs offered on DataDistillr’s website.
You also represent and warrant to us that you will not: (A) access the third-party APIs in violation of any law or regulation; (B) access the third-party APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access the third-party APIs in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of the APIs or Services; (E) attempt to use the third-party APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage; or (F) violate the rights or Terms of Service of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which you access the third-party APIs.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE THIRD-PARTY APIS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE THIRD-PARTY APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY THE USAGE OF OUR THIRD-PARTY APIS. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You agree to defend, hold harmless and indemnify us, and our subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in anyway related to your or your users’ use of the third-party APIs on our website, or violation of this API TOS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action, and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting your defense and settlement of such matter.
This API TOS will go into effect on the date upon which you agree to them, by accessing or using the third-party API son our website, and will continue until terminated as set forth herein. You may terminate this API TOS by discontinuing use of the third-party APIs on our website. We may change, suspend or discontinue access to any third-party APIs at anytime and for any reason, without notice. Without limiting the foregoing, we may limit your access to the third-party APIs on our website if they, in our sole discretion, may negatively affect our Service or our ability to provide our Service.
DataDistillr’s website is still evolving, and so we need the flexibility to occasionally make changes to the provision of the third-party APIs that we provide on our site, including backwards incompatible changes. We will try to give notice of these changes, but you should consider viewing our change logs for updates. Given that our APIs are provided by third-parties, and parts of the APIs may be undocumented and may change at any time, you should not rely on their behaviors.
We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the third-party APIs on our website. If any changes are unacceptable to you, then your only recourse is to cease all use of these third-party APIs. Your continued access or use of the third-party APIs on our website will mean that you agree to the updates and modifications.
This Agreement does not entitle you to any support for the third-party APIs.
This API TOS and any claim, cause of action or dispute (“Claim”) arising out of or related to this API TOS shall be governed by the laws of the state of Delaware. You agree that all Claims arising out of or related to this API TOS must be resolved exclusively in the courts located in the City of Baltimore, Maryland. You agree that any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the courts located within the City of Baltimore, Maryland – and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that DataDistillr shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If any provision of this API TOS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way. It is DataDistillr’s intention that this agreement shall comply in all respects with any license agreement DataDistillr has entered into with a third party for access to its API’s. Accordingly, if at any time DataDistillr determines that this agreement is inconsistent with the terms of a third-party license agreement, then DataDistillr shall have the right to revise this API TOS to conform with such third-party licenses. Additionally, in using the Services, you may be required to enter into license agreements with third-party providers of API’s, and you will be bound by those agreements separately from the terms of this API TOS.
This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and us regarding the third-party APIs on our website and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API TOS. You may not assign this agreement or any rights contained in this API TOS without our prior written consent.
If you have questions or comments about this API TOS, or wish to make use of the third-party APIs on our website in any way not permitted by this API TOS, please contact us via email on email@example.com or by physical mail at:
2833 Smith Ave., #127
Baltimore, MD 21209