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API License Agreement
Last Revised: September 29, 2014
ADLAST, INC. (DBA URX) (“URX”) MAKES ITS APP SEARCH APPLICATION PROGRAMMING INTERFACE AND RELATED SOFTWARE (INCLUDING THE API SDK, AS DEFINED BELOW) AND SERVICES (“API”) AVAILABLE TO YOU PURSUANT TO THE TERMS OF THIS API LICENSE AGREEMENT (“AGREEMENT”). BY INTERACTING IN ANY WAY WITH THE URX API, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT.
1. Grant of License: Subject to your full compliance with all of the terms and conditions of this Agreement, URX grants you a non-exclusive, revocable, nonsublicensable, nontransferable right to (a) use the API (including the object code of any software made available by URX in connection with the API) to develop, reproduce and distribute applications (“Your Apps”) that interoperate with the products, platform and services offered by URX (“URX Services”) and to access and receive direct deep links to mobile application content and associated data and information made available by URX through the API (“Content”) and (b) store, distribute and transmit, solely as necessary to use the API and URX Services, the software agent included with the API software development kit (the “API SDK”) . You may not use the API or API SDK for any other purpose without URX's prior written consent. For clarity, your use of the URX Services is governed by URX’s Terms of Service, available at https://urx.com/terms-of-service.
2. Proprietary Rights: As between You and URX, the API, URX Services, and Content, and all derivatives thereof and all intellectual property rights are and shall at all times remain the sole and exclusive property of URX or its licensors and are protected by applicable intellectual property laws. To the extent you provide URX with any ideas, suggestions or other feedback regarding the API (“Feedback”), URX shall have a perpetual, irrevocable, worldwide, sublicensable and transferable license to use such Feedback in connection with its business.
3. Restrictions and Obligations: URX expressly reserves the right to limit the number and/or frequency of API requests in its sole discretion. Except as expressly authorized under this Agreement or by URX, you may not (A) copy, rent, lease, sell , transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API or Content; use the API on behalf of any third party; attempt or provide a means to execute any "bulk download" operations, including without limitation by “crawling” the API or Content; cache or otherwise store any Content and/or modify any Content; (B) use the API or any Content in connection with or to promote any products, services or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, spam, pornography or other offensive purposes; (C) use the API or any Content in any manner or for any purpose that violates any applicable law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality; (D) use the API in a manner that adversely impacts the stability of the API; (E) use the API to send fraudulent requests or to create false or fraudulent impressions or clicks; or (F) use the API to create a product or service that is competitive with any URX Service.
5. Fees: You acknowledge that URX reserves the right to charge for any portion of the API in the future. If any fees are applicable, you agree to pay all fees when due in accordance with the terms set forth in this Agreement.
4. Warranty Disclaimer: THE API AND ALL CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. URX AND ITS LICENSORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API AND CONTENT, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, URX DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API OR CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.
5. Trademarks: You hereby agree to include the words “Powered by URX” in Your Apps in a manner to be mutually agreed upon by the parties and subject to URX’s trademark usage guidelines (and you will promptly comply with any URX requests with respect to such usage). Except for the foregoing, this Agreement does not include any right for you to use any trademark, service mark, trade name or any other mark of URX or any other party or licensor. No rights or licenses are granted except as expressly set forth herein.
6. Modifications to this Agreement: URX reserves the right to modify this Agreement from time to time. If URX does this, URX will post the changes to this Agreement on this page and will indicate at the top of this page the date this Agreement was last revised. We will also notify you, either through the URX Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the API or other URX Services or changes made for legal reasons will be effective immediately. Your continued use of the API after the date any such changes become effective constitutes your acceptance of the new Agreement.
7. Liability Limitation: IN NO EVENT WILL URX OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR CONTENT, EVEN IF URX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR (B) FOR ANY AMOUNT IN EXCESS OF $100.
8. Indemnity: You shall indemnify and hold harmless URX from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising Your Apps or from your use of the API or Content.
9. Term and Termination: This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason, including, but not limited to, if you violate any provision of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, you shall immediately destroy all copies of the API and Content (including any derivatives thereof) in your possession or control. Sections 2 through 12, inclusive, shall survive termination of this Agreement.
10. Government Use: If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the API is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
11. Export Controls: You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and you shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations. By downloading or using the API, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.
12. Miscellaneous: Unless the parties have entered into a written amendment to this agreement that is signed by both parties regarding the API, this Agreement constitutes the entire agreement between you and URX pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under the law of the State of California, USA, as such law applies to agreements between California residents entered into and to be performed within California by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Except to the extent otherwise determined by URX, any action or proceeding arising from or relating to this Agreement must be brought in a court located in San Francisco County, California, USA, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. This Agreement may be amended only by a writing executed by URX. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of URX to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit URX's rights with respect to such breach or any subsequent breaches. This Agreement is 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 or your company) without URX's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. URX expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.