This Carvoyant API Terms of Service (this “Agreement”) is an agreement between Carvoyant, Inc. (“Carvoyant”) and you for the purpose of setting for the terms and conditions pursuant to which you may access and use the Carvoyant API. You must first read and agree to the terms of this Carvoyant API Terms of Service. By submitting an Application for API Keys, you will be agreeing to all of these terms and conditions.
Carvoyant reserves the right, from time to time, with or without notice to you, to change this Agreement in its sole and absolute discretion. The most current version of this Agreement will supersede all previous versions. Your use of the Carvoyant API after changes are made will constitute your agreement to such changes. Your only recourse if you disagree with any of the terms or conditions of this Agreement, or any changes to this Agreement, is to discontinue use of the Carvoyant API.
By submitting an Application for API Keys, you acknowledge and agree that (i) you have read and understand this Agreement, and (ii) if your Application for API Keys is accepted by Carvoyant, this Agreement shall, immediately upon such acceptance, become a legal agreement between you and Carvoyant. The terms and conditions of this Agreement shall govern your participation in the Carvoyant Developer Program.
For purposes of this Agreement, the following terms will have the indicated meanings:
“API Key” means a unique string identifying a Carvoyant API user (e.g., you) that is passed to Carvoyant in a Carvoyant API request.
“Developer Application” means any client of a Carvoyant API, including, but not limited to, a web site, mobile application or desktop application.
“Developer” “you” and “your” mean the name of the individual who completed and submitted an Application for API Keys, together with any company or other entity such individual is acting on behalf of.
“Developer’s Site” means the web site(s) indicated in your Application for API Keys under “URL of Site.”
“Carvoyant API” means a set of JSON/HTTP(s)-based services providing programmatic access to certain data and features by Carvoyant and provided to Developer.
“Carvoyant Marks” means Carvoyants trademarks, trade names, service marks and logos.
“End Users” means the individuals who view and/or use your Developer Site and/or your Developer Application.
3. ENROLLMENT IN THE CARVOYANT DEVELOPER PROGRAM
3.1 To apply for enrollment in the Carvoyant Developer Network, you must complete the Application for API Keys. Once enrolled, your participation may rescinded by Carvoyant for any reason whatsoever, in Carvoyants sole discretion, including but not limited to a determination that you or your Developer Site or Developer Application is in violation of this Agreement, is unsuitable for or incompatible with the Carvoyant Developer Network, or competes with Carvoyant in a manner that Carvoyant finds unacceptable.
3.2 Carvoyant reserves the right to modify the functionality of any API at any time.
4. LIMITED LICENSE; OWNERSHIP BY CARVOYANT
4.1 License. On the terms and subject to the conditions set forth in this Agreement, and conditioned on Carvoyants acceptance of your Application for API Keys, Carvoyant grants you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free (i) license during the Term to use the the Carvoyant API in your Developer Application, solely in connection with the exercise of your rights under this Agreement (the “License”). The provisions of this Agreement will be applicable to all updates, revisions or substitutions of the Carvoyant API, and any copies of the Carvoyant API made by or for you. All rights not expressly granted to you are reserved by Carvoyant.
4.2 Ownership. You acknowledge that Carvoyant now and at all times hereafter is the exclusive owner of all right, title and interest in and to all Carvoyant material; and that you receive and acquire no licenses with respect to any Carvoyant material except as expressly granted in this Agreement. You agree that you will not assert any copyright, trademark or other intellectual property ownership or other proprietary rights in or to any Carvoyant materials, or any part of these items or in any derivative work of these items. Except for the right to use the Carvoyant materials as set forth in this Agreement, nothing contained in this Agreement shall be construed to grant you any right, title or interest in or to any intellectual property of Carvoyant, and you are prohibited from making any use thereof of any nature except as expressly authorized in this Agreement. You agree that you will not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the Carvoyant Marks (as determined by Carvoyant in the exercise of its reasonable business judgment) or in such a way as to create combination marks. 4.3 Use of Carvoyant Marks. Under no circumstances may you use any Carvoyant Marks for any purpose other than the placement of Carvoyant Links on your Developer Site or Developer Application in accordance with this Agreement. You specifically acknowledge that entry into any agreement with a third party for the purchase of traffic involving keywords that are identical to or similar to any of Carvoyant’s Marks will constitute a breach of this Agreement and will, whether occurring during or following the Term, also constitute trademark infringement.
Additionally, please follow the Carvoyant Branding Guidelines and use of the approved logos (the “Carvoyant API Logos”) in it to link back to http://www.carvoyant.com.
Change, alter or modify in any way the image of any Carvoyant API Logo — including colors, language, appearance or animations.
Make a Carvoyant API Logo bigger than your Developer Site’s or Developer Application’s name and branding.
Use a Carvoyant API Logo to suggest that Carvoyant is responsible for, or endorses or recommends, your Developer Site’s or Developer Application’s content, design, language or topic.
6. CERTAIN DEVELOPER REPRESENTATIONS AND WARRANTIES
You represent and warrant that you have full power and authority to enter into this Agreement and that, as of the time you accept this Agreement and for the duration of your use of the Carvoyant API:
6.1 You are in compliance with all applicable laws, rules and regulations, if any, related to the performance of your obligations under this Agreement and the operation of your Developer Site and your Developer Application;
6.2 You fully own and control all of the development, maintenance and operation of, and content on, your Developer Site and your Developer Application (other than Carvoyant Materials);
6.3 All content and materials on your Developer Site and Developer Application is owned or validly licensed for use by you or is in the public domain;
6.4 None of the content on your Developer Site or your Developer Application is defamatory, constitutes obscenity, or violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy or publicity;
6.5 None of the content and materials on your Developer Site or your Developer Application constitutes or results in any consumer fraud, product liability, breach of contract to which you are a party or which cause injury to any third party; and
6.6 Your Developer Site and your Developer Application do not contain or directly link to any objectionable material, as determined by Carvoyant in its sole discretion, but which includes pornography, obscene language or other obscene content, or support for violent or hate groups, or content that is abusive, illegal, hateful, harmful, harassing, or racially or ethnically discriminatory.
7. CERTAIN DEVELOPER COVENANTS
You acknowledge and agree that:
7.1 Access to the Carvoyant API and other Carvoyant Materials shall be solely through the Developer Application and displayed only to End Users. The Carvoyant API results shall not be permitted or facilitated through any other web site or means, whether under Developer’s ownership and control or otherwise. No sub-licensing, re-packaging, or other use (including “service bureau” use) is permitted without Carvoyants prior, express, written permission.
7.2 Queries to the Carvoyant API must contain all required parameters.
7.3 Carvoyant may limit the number API queries that may be submitted by your Developer Application per day.
7.4 You must include a Carvoyant API Logo on the Developer Site and the Developer Application utilizing the Carvoyant API.
7.5 You will not include rel=”nofollow” when rendering hyperlinked Carvoyant data returned by a Carvoyant API.
7.6 No substitution shall be made for page URLs included in the Carvoyant materials, and the Carvoyant Links shall convey End Users directly to such page URLs within the same browser window and without any framing, redirection (with the exception of redirection through a tracking system), or interstitial advertising (including pop-up or pop-under ads).
7.7 You may cache and thus store Carvoyant data on your system. You will not distribute to any third party (other than to End Users as contemplated in this Agreement), alter or modify in any fashion, any Carvoyant data, any metadata or any Link without Carvoyants prior, express, written permission. You agree that any cached Carvoyant data will be used by you only for the purpose of populating the Developer Application. End Users must be given the option to completely purge any Carvoyant data from the Developer Application and any associated storage.
7.8 You will not, in connection with any display of any item of Carvoyant data make any factual misrepresentation with respect to such item.
7.9 You will not display the name, logo, trademark or other identifier of another person (except Carvoyant or you) on your Developer Site or Developer Application in such a manner as to give End Users the impression that such other person is a source, publisher or distributor of the Carvoyant data.
7.10 You will not sell, lease, share, transfer, or sublicense the Carvoyant API Keys, whether for direct commercial or monetary gain or otherwise, without Carvoyants prior, express, written permission.
7.11 You will not use the APIs 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, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials (e.g. Nazi memorabilia) or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/ descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories.
7.12 You will not influence any search engine’s results in a way that violates such search engine’s published policies, including its “spam” policy.
7.13 You will ensure that the use or display of the Carvoyant materials does not suggest that Carvoyant promotes or endorses you or any third party or the causes, ideas, web sites, products or services of you or any third party.
You agree to defend, indemnify and hold Carvoyant and any affiliate entities, and its and their directors, officers, employees, agents and assigns, harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable attorneys’ fees) arising from or in connection with (i) any breach of these representations, warranties and covenants, or your performance or failure to perform any of your obligations under this Agreement.
9. DISCLAIMER OF WARRANTIES
CARVOYANT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE CARVOYANT PLATFORM, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition, Carvoyant makes no representation or warranty that the Carvoyant platform will be uninterrupted or error-free, and Carvoyant will not be liable for the consequences of any interruptions or errors.
10. LIMITATION OF LIABILITY
CARVOYANT WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT CARVOYANT WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11. TERM AND TERMINATION
11.1 Term. The term of the License (the “Term”) shall commence on the date your Application for API Keys is accepted by Carvoyant and shall continue until terminated by either party. Either party may terminate the Term by giving notice of such termination to the party, and such termination may be for any for any reason the terminating party elects (for example, Carvoyant may designate such termination as being for breach of this Agreement by Developer), or for no reason other than the terminating party’s convenience. A termination by Carvoyant of Developer’s access to the APIs shall be deemed a termination of the Term by Carvoyant, and the complete discontinuation of the use of the Carvoyant API and Carvoyant materials by you shall be deemed a termination of the Term by you. Carvoyant may condition your continued use of the Carvoyant materials, and thus its agreement not to exercise its right to terminate the Term, on your compliance with additional conditions or requirements that are not set forth in this Agreement and that may not be applicable to other licensees of the Carvoyant materials.
11.2 Effect of Termination. Upon the termination of the Term for any reason, the License shall terminate immediately, and if not already done you shall immediately cease use of the Carvoyant API and other Carvoyant materials. All of the provisions of this Agreement other than the License shall survive the termination of the License.
12.1 Assignment. Only Carvoyant may assign its rights or delegate its obligations under this Agreement. You may not assign this Agreement or any of your rights or delegate any of your obligations.
12.2 No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
12.3 Publicity. Other than as otherwise specifically permitted by this Agreement, you may not create, publish, or distribute any item (e.g. press release) that references Carvoyant without first submitting those items to Carvoyant for approval and receiving Carvoyants written consent.
12.4 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules. You agree that, unless expressly waived by Carvoyant or Carvoyant brings an action in a different jurisdiction, the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or your use of the Carvoyant API shall be in the state or federal courts located in the County of Hillsborough, State of Florida, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
12.5 Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
12.6 Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
12.7 Entire Agreement. This Agreement and the Visitor Agreement constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof.
12.8 Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.
12.9 Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.