The following is the terms of the agreement between APIgurus.com and You/Your Organization as the Licensee ("Licensee") of goods and services through APIgurus.com. If you do not agree to these terms, you will not be able to purchase anything, so please review the terms carefully:
Background
APIgurus.com offers a service that provides geographic information and other data associated with specific Internet protocol addresses, referred to in this Agreement as "APIgurus.com Web Service". For the purpose of this Agreement, the term "Documentation" shall mean the applicable guides, service descriptions, technical specifications, and user manuals made available by APIgurus.com.
Grant of Rights
APIgurus.com grants a non-sublicensable, non-exclusive, non-transferable right to access and use the APIgurus.com Web Service for internal Restricted Business purposes. Restricted Business purposes are limited to contents localization, fraud detection and prevention, geographic reporting, network performance enhancement and similar business purposes. You agree to use the APIgurus.com Web Service only in a manner that is consistent with applicable laws.
Reservation of Rights
APIgurus.com retains all right, title and interest (including, without limitation, copyright and database rights) in and to the APIgurus.com Web Service and the Documentation, and to the form and content thereof. APIgurus.com also reserves all rights not expressly granted to Licensee by this Agreement. APIgurus.com Web Service may not be reproduced, modified, republished or distributed in any way without APIgurus.com prior written permission. Neither the subscription granted to Licensee by APIgurus.com hereunder nor this Agreement or any of its provisions provide Licensee with any title to or ownership rights or interest in the APIgurus.com Web Service or Documentation, but only a right of limited access and use as expressly set forth herein.
License Restrictions
Except as expressly permitted in this Agreement, Licensee may not, nor may Licensee permit others to:
- Allow anyone other than Licensee, Licensee's employees, Licensee's contractors or Licensee's vendors to access the APIgurus.com Web Service without APIgurus.com express written permission.
- Use the APIgurus.com Web Service to develop a database, web service, online or similar service, or other information resource in any media for sale to, distribute to, display to or use by others.
- Create compilations or derivative works of the APIgurus.com Web Service.
- Use the APIgurus.com Web Service in any fashion that may infringe any copyright, intellectual property right, contractual right, or proprietary or property right or interest held by APIgurus.com.
Ownership and Intellectual Properties Rights
The Licensee acknowledges that it has no rights to the APIgurus.com's intellectual properties and all such rights shall belong to APIgurus.com.
Fees
APIgurus.com's current fee schedule for using the APIgurus.com Web Service is posted on the APIgurus.com website (url: www.APIgurus.com). Licensee shall be responsible for paying all fees associated with the use of the APIgurus.com Web Service. APIgurus.com has the rights to change the price anytime without notice.
Confidentiality
The Licensee may have access to confidential, proprietary or trade secret information of APIgurus.com, including, without limitation, the APIgurus.com Web Service. The Licensee will use the Confidential Information for the purpose(s) for which it is provided. The Licensee agrees not to intentionally disclose or intentionally make available to any third party information received from APIgurus.com in any form without the express written approval of APIgurus.com. In particular, the Licensee agrees that it will not publish to any third party findings of any evaluation of the APIgurus.com Web Service against competitive products or services without the express written approval of APIgurus.com. Neither party will make any public announcements concerning the other party or this Agreement. Neither party will discuss the other party or this Agreement with any third parties or representatives of the press without the other party's written approval.
Limitation of Liability
Under no circumstances will APIgurus.com be liable to the licensee or any other third party for any indirect, direct, special, punitive, incidental, consequential damages of any character arising out of the use or inability to use the service provided under this agreement or the breach of this agreement or relating to any other subject matter of this agreement, even if advised of the possibility of such damages. APIgurus.com's liability for all claims arising out of this agreement shall be limited to the amount actually received by APIgurus.com in connection with the provision of the APIgurus.com Web Service under this agreement and licensee agree that the foregoing shall constitute licensee's exclusive remedy. The licensee hereby releases APIgurus.com, its officers, employees and affiliates from any and all obligations, liabilities and claims in excess of this limitation.
No Warranties
The APIgurus.com Web Service is provided on an "as is" and "as-available" basis. APIgurus.com makes no warranty, express or implied, with respect to the capability of the APIgurus.com Web Service or the accuracy or the completeness of the APIgurus.com Web Service. All warranties of any type, express or implied, including the warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights are expressly disclaimed. APIgurus.com does not warrant that the services will meet any particular criteria of quality.
Taxes and Duties
The Licensee shall be responsible for all applicable federal, state, municipal, sales, value-added, use, excise and other taxes or duties payable in respect of this Agreement.
Term
This Agreement is effective from the date of acceptance by APIgurus.com of your application for credentials to access the APIgurus.com Web Service until terminated in the manner provided herein.
Termination
- APIgurus.com may terminate this Agreement, without cause and for its convenience, upon thirty (30) days' advance notice to the Licensee.
- The Licensee may terminate this Agreement at any time by giving seven (7) days advance notice to APIgurus.com.
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Notwithstanding anything stated herein, this Agreement will result in automatic termination upon the happening of any of the following events:
- Failure to renew the subscription attached to the provision of the APIgurus.com Web Service under this Agreement; or
- Failure to comply with the terms and conditions of this Agreement.
Consequences of Termination
- Upon termination of this Agreement the license shall immediately cease and the Licensee shall cease performing queries to the APIgurus.com Web Service.
- Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of APIgurus.com and Licensee at the date of termination, unless waived in writing by mutual agreement of the parties.
Compliance with Laws
Licensee agrees to fully comply with all applicable provisions of federal, state, and local laws, rules and regulations of the country where Licensee resides and or where the APIgurus.com Web Service is used, relating to any subject matter in this Agreement, and Licensee agrees to hold APIgurus.com, its agents, officers and employees harmless from any and all liability, costs, including, but not limited to attorney's fees, and damages resulting from failure of compliance.
Authority
The Licensee acknowledges that it is required to complete a registration process. The Licensee certifies, represents and warrants to APIgurus.com that the information that is provided on behalf of the Licensee in the registration process is true, accurate, complete, current, and that it belongs to the Licensee or the party registering on the Licensee's behalf. The Licensee certifies to APIgurus.com that the individual registering on its behalf is at least 18 years old and has the legal capacity to form a binding contract. The parties each represent and warrant to each other that each has the full right and authority to enter into, deliver and perform its obligations under this Agreement and all documents and instruments and transactions contemplated hereby or incidental hereto. It is agreed and warranted by the parties that the individuals entering into this Agreement on behalf of the respective parties are authorized to bind to such an agreement the party on whose behalf such individual has acted. No further proof of such authorization is or shall be required.
Assignment
The Licensee may not sublicense, assign or transfer directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of APIgurus.com. Any such attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder without APIgurus.com's prior written consent is void.
Agreement
This Agreement constitutes the entire Agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
Amendment
APIgurus.com may amend this Agreement at any time. Any such amendment(s) shall be binding and effective upon the earlier of (I) the date that is thirty (30) days after posting of the amended Agreement on APIgurus.com's web site, or (II) the date that APIgurus.com provides notice to the Licensee of the amended Agreement pursuant to the notice provisions in this Agreement; except that changes to charges and payment terms may be made only upon thirty (30) days prior written notice to the Licensee. The Licensee may terminate this Agreement upon seven (7) days advance notice to APIgurus.com if a change is unacceptable to the Licensee. The Licensee's continued use of the APIgurus.com Web Service following notice to the Licensee of a change shall constitute the Licensee's acceptance of the change.
Binding Effect
The terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective permitted assigns, legal representatives and successors in interest.
Costs
Should either party institute or participate in a legal or equitable proceeding against the other party seeking to enforce or interpret this Agreement, then each party in the proceeding shall pay their own costs, expert and professional fees, and attorney fees, including costs and fees on appeal.
No Third Party Beneficiaries
No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person or entity not a party hereto, and no such other person or entity shall have any right or cause of action hereunder.
Force Majeure
Neither party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control, provided that the party experiencing such delay promptly notifies the other party of the delay.
Survivor of Provisions
The non-disclosure provisions of this Agreement shall survive the termination of this Agreement
Severability
Should any provision of this Agreement be held void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.
Failure to Enforce
The failure of APIgurus.com to enforce any provision of these terms and conditions shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
If you have any questions about this Agreement, please contact us.
This Agreement was last updated on March 20, 2012