SitOrSquat API TERMS OF USE
Thank you for using the SitOrSquat Inc. ("SitOrSquat") application programming interface ("API"). The SitOrSquat API will allow you ("You") to access and receive valuable facility and community information from SitOrSquat and present it on pages of your website, mobile applications, widgets or other electronic media. These terms of use (the "API Terms of Use") explain the basis upon which transactions will take place between SitOrSquat and You via the SitOrSquat API, the uses that You may make of the data supplied by SitOrSquat via the SitOrSquat API, and your obligations and responsibilities in connection therewith.
By using the SitOrSquat API, You accept and agree to be bound by the following terms, conditions and policies (collectively, the "Agreements"): (i) these API Terms of Use, (ii) SitOrSquat's branding guidelines (the "SitOrSquat Branding Guidelines"), (iii) SitOrSquat's general user terms of service (the "SitOrSquat Terms of Service") and (iv) SitOrSquat's privacy policy (the "SitOrSquat Privacy Policy"), including any future amendments to any of the foregoing. SitOrSquat may, in its sole discretion and at any time, modify or revise any of the Agreements. You should visit www.SitOrSquat.com (the "SitOrSquat Site") periodically to review the Agreements and check for updates. Your continued use of the SitOrSquat API after the effective date of any such changes will constitute your acceptance of and agreement to any such changes.
The purpose of the API and these API Terms of Use is to allow You to develop new and imaginative ways of using SitOrSquat content. SitOrSquat reserves the right to continually review and evaluate all uses of the API, including those uses that appear more competitive than complementary in nature.
1. Registration with SitOrSquat
In order to access or utilize the SitOrSquat API, You must first register with the SitOrSquat Site in order to receive a valid SitOrSquat Developer Access Key("SOSDAK"). All queries sent to the SitOrSquat API requesting data must reference your valid SOSDAK. You agree to keep your SOSDAK confidential and not to share it with any third party.
2. Use of the SitOrSquat API
Subject to your full compliance with all of the Agreements, SitOrSquat hereby grants to You a non-exclusive, revocable, non-sublicensable, non-transferable license (i) to download and use the SitOrSquat API, and any other materials provided by SitOrSquat, in order to interface with SitOrSquat's servers for the purpose of accessing and receiving data from SitOrSquat ("SitOrSquat Content"); (ii) to display such SitOrSquat Content on pages of your website, mobile applications, widgets and/or other electronic media; and (iii) to reproduce and display the SitOrSquat name and logo (the "SitOrSquat Brand Features") solely in connection with the branding requirements of Paragraph 4 of these API Terms of Use. These license rights are expressly limited by and subject to the further terms and restrictions set forth in the "Developers, Manage API Access" section of the "SitOrSquat For Developers" website, including restrictions on the maximum number of API requests that You may make per day.
You may not use the SitOrSquat API, the SitOrSquat Brand Features or any SitOrSquat Content for any other purpose not expressly and unambiguously authorized by these API Terms of Use, without SitOrSquat's prior written consent. All rights not expressly granted to You under these API Terms of Use are reserved by SitOrSquat.
3. Restrictions on Use
Except as expressly and unambiguously authorized under these API Terms of Use, You may not, without SitOrSquat's prior written consent:
(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 SitOrSquat API; use the SitOrSquat API on behalf of any third party; attempt or provide a means to execute any "bulk download" operations; cache or otherwise store any SitOrSquat Content; and/or modify any SitOrSquat Content;
(B) use the SitOrSquat API or any SitOrSquat 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 and/or other malicious programs or code; counterfeit goods and/or items subject to U.S. embargo; unsolicited mass distributions of e-mail ("spam"), actions intended to mislead search engines into ranking some pages higher than they would otherwise deserve ("web spam") multilevel marketing proposals, direct marketing and/or telemarketing activities; hate materials; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; prostitution, body parts and/or bodily fluids; stolen products and/or items used for theft; hacking/surveillance/interception/descrambling equipment; fireworks, explosives and/or other hazardous materials; gambling; professional services regulated by state licensing regimes; and/or non-transferable items such as airline tickets, event tickets, weapons and/or weapons accessories;
(C) use the SitOrSquat API or any SitOrSquat Content in any manner or for any purpose that violates any 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, or which is otherwise harmful to the SitOrSquat Site, its providers, its suppliers or any end user (including users of the SitOrSquat Site and/or your own website);
(D) use the SitOrSquat API in a manner that adversely impacts the stability of SitOrSquat's servers or adversely impacts the behavior of other applications using the SitOrSquat API; and/or
(E) use the SitOrSquat API or any SitOrSquat Content in a manner that is directly competitive in nature with the SitOrSquat Site or Mobile Applications.
4. Branding Requirements
You agree that, in accordance and strict conformity with the SitOrSquat Branding Guidelines, You will display the SitOrSquat Brand Features, together with text-based hyperlinks to the SitOrSquat Site, on any and all pages of your website, mobile applications, widgets and/or other electronic media incorporating, utilizing or displaying (as applicable) the SitOrSquat API and/or any SitOrSquat Content.
All hyperlinks to the SitOrSquat Site must connect users directly to the SitOrSquat Site. You may not minimize, remove or otherwise inhibit the full and complete display of the SitOrSquat Site accessed by clicking on such hyperlinks. You may not cause the SitOrSquat Site to be displayed in any pop-up, pop-under, exit windows, expanding buttons or animated windows or to be framed in any way; provided that You shall be allowed to spawn a new, full-sized browser window when a user clicks on the hyperlink to the SitOrSquat Site and to display the SitOrSquat Site in such window.
5. Proprietary Rights
As between SitOrSquat and You, the SitOrSquat API, the SitOrSquat Brand Features and any and all SitOrSquat Content (subject to the SitOrSquat Terms of Service), and all intellectual property rights contained in any of the foregoing, are and shall at all times remain the sole and exclusive property of SitOrSquat and are protected by applicable intellectual property laws and treaties.
6. Termination
SitOrSquat reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice to You, to change, suspend or discontinue the SitOrSquat API and/or suspend or terminate your rights under these API Terms of Use to access, use and/or display (as applicable) the SitOrSquat API, SitOrSquat Brand Features and/or any SitOrSquat Content. Any termination of these API Terms of Use shall also immediately terminate the licenses granted to You hereunder. Upon any termination of these API Terms of Use, You shall promptly delete and remove all calls to the SitOrSquat API from all web pages, scripts, widgets, applications, and other software in your possession or under your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the SitOrSquat API, SitOrSquat Brand Features and/or any SitOrSquat Content; and You shall promptly certify in writing to SitOrSquat that such actions have been taken.
7. Indemnity
You agree that your use of the SitOrSquat API is at your own risk and You agree to hold harmless and indemnify SitOrSquat and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fee) arising from, or in any related to your or your users' use of the SitOrSquat API or any SitOrSquat Content displayed on your website.
8. No Warranties; No Support
THE SITORSQUAT API, SITORSQUAT BRAND FEATURES AND SITORSQUAT CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, SITORSQUAT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SITORSQUAT API, SITORSQUAT BRAND FEATURES AND ANY SITORSQUAT CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED 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. FURTHER, SITORSQUAT DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SITORSQUAT API WILL BE UNINTERRUPTED OR ERROR FREE. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT THESE API TERMS OF USE DO NOT ENTITLE YOU TO ANY SUPPORT FOR THE SITORSQUAT API.
9. Limitation of Liability
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL SITORSQUAT OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR 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 SITORSQUAT API, EVEN IF SITORSQUAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THESE API TERMS OF USE MUST BE BROUGHT WITHIN (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Limited Relationship
SitOrSquat and You are, and shall remain, independent contractors, and nothing in these API Terms of Use shall be construed as creating an employer-employee relationship, partnership or joint venture. Although You are permitted to publicize your use of the SitOrSquat API, You agree not to make any other statements, without the prior written consent of SitOrSquat, implying a different kind of relationship between You and SitOrSquat including any implied endorsement of your content, products, or services by SitOrSquat. You do not have any authority of any kind to bind SitOrSquat in any respect whatsoever.
11. Authority
If you are using or intending to use the SitOrSquat API on behalf of an employer or other principal, you hereby represent and warrant that you are authorized to enter into this Agreement on your principal's behalf and that this Agreement is fully binding upon such principal.
12. Miscellaneous
These API Terms of Use, accepted upon your use of the SitOrSquat API, and all terms, guidelines and rules referenced herein, contain the entire agreement between You and SitOrSquat regarding the subject matter hereof. These API Terms of Uses, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of New York, City of New York. SitOrSquat may provide You with notices, including those regarding changes to the Terms of Service by email, regular mail or postings on the SitOrSquat Site. The failure of SitOrSquat to exercise or enforce any right or provision of these API Terms of Use shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these API Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these API Terms of Use shall otherwise remain in full force and effect and enforceable. These API Terms of Use are not assignable, transferable or sublicensable by You except with SitOrSquat's prior written consent. The section titles in these API Terms of Use are for convenience only and have no legal or contractual effect.
13. Contact and Violations
Please contact SitOrSquat with any questions regarding these API Terms of Use. Please report any violations of these API Terms of Use to info@sitorsquat.com.