MERCHANTWORDS

API License Terms of Use

Last Updated - April 30, 2018

Thank you for developing with MerchantWords.

By installing, accessing, or otherwise using a MerchantWords API within a software application, website, or product you create or a service you offer designed to provide access to a MerchantWords service or application (an "Application"), you are agreeing to these terms ("API Terms") with MerchantWords LLC, a California limited liability company ("MerchantWords", "we", "us", or "our"). You represent and warrant tools us that you have the authority to accept these API Terms on behalf of yourself, a company, and/or other entity, as applicable. If additional terms ("Additional Terms") apply to a MerchantWords API, both these API Terms and the Additional Terms (collectively, "Terms") shall apply to your use of the MerchantWords API. If a conflict arises between the Terms, the Additional Terms shall prevail. As used in these API Terms, "MerchantWords API" means any form of machine accessible application programming interface that provides access to a MerchantWords service and any associated tools, including sample code that enables interactions with MerchantWords's services, and documentation that MerchantWords makes available under these Terms, and includes all elements, components and executables of such API. We may change, amend or cancel these Terms at any time. Your use of the MerchantWords API after the changes become effective means you agree to the new Terms. If you do not agree to the new Terms, you must stop using the MerchantWords API.

1. Licenses and Guildelines.
   1. MerchantWords API License.
      Subject to your compliance with these API Terms, MerchantWords grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to install, use, and make calls to MerchantWords APIs to develop, test, and support your Application, and allow end users to use your integration of MerchantWords APIs within your Application. You may use the MerchantWords APIs only as expressly permitted in these API Terms.
   
   
   2. MerchantWords API Guidelines.
      When using the MerchantWords APIs, you may not:
      1. Use a MerchantWords API in a way that could impair, harm or damage MerchantWords, any MerchantWords service or application, or anyone's use of a MerchantWords API, service or application;
      2. Use a MerchantWords API to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, or networks connected to or which can be accessed via the MerchantWords API;
      3. Use a MerchantWords API or allow any end user to use the Application in a way that violates applicable law, including:
         1. Illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws.
         2. Intending to exploit minors in any way.
         3. Accessing or authorizing anyone to access the MerchantWords API from an embargoed country.
         4. Threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason.
         5. Violating applicable privacy laws and regulations.
      4. Reverse engineer, decompile or disassemble MerchantWords APIs, except and only to the extent that applicable law expressly permits, despite this limitation;
      5. Use MerchantWords APIs in any way that threatens the integrity, performance or reliability of MerchantWords APIs or any MerchantWords product or service, including performance or stress testing, or in any manner that works around any technical limitations in MerchantWords APIs;
      6. Request from a MerchantWords API more than the minimum data that your Application needs to offer the customer the intended Application functionality;
      7. Request from a MerchantWords API any information outside any permissions granted by the user of your Application, if a MerchantWords API requires permissions;
      8. Redistribute or resell or sublicense access to any MerchantWords service or content; or
      9. Falsify or alter any unique referral identifier in, or assigned to an Application, or otherwise obscure or alter the source of queries coming from an Application.
   3. MerchantWords Brand Use License & Guidelines.
      Subject to your compliance with these API Terms and, if applicable, the requirements set forth in the MerchantWords Mark's branding guidelines, MerchantWords grants you a limited, non-exclusive, non-assignable, non-transferable, worldwide, revocable right to use the MerchantWords Mark specifically associated with the MerchantWords API ("MerchantWords Mark") solely in connection with an Application connected to a MerchantWords API in accordance with these API Terms. The right to use the MerchantWords Marks as granted herein does not imply or grant you any additional rights to use or display any MerchantWords brand, logo, mark or icon not explicitly granted herein, nor does it grant you any rights to distribute, market or promote any MerchantWords product or service or other intellectual property.
      
      You may not:
      1. Use or display the MerchantWords Mark in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to MerchantWords in its sole discretion;
      2. Sublicense the MerchantWords Mark and or purport to permit any third party to use the MerchantWords Mark in any manner without MerchantWords's prior written consent;
      3. Use the MerchantWords Mark in connection with merchandising or sale of related or promotional products not related to the Application;
      4. Use the MerchantWords Mark in a way that implies affiliation with, or sponsorship, endorsement, or approval by MerchantWords of your products or services;
      5. Use the MerchantWords Mark in a way that would damage MerchantWords's reputation or goodwill in the MerchantWords Mark; or
      6. Alter, animate, or distort the MerchantWords Mark or combine it with any other symbols, words, images, or designs, or incorporate them into a tagline or slogan.
      7. In addition to the requirements under these Terms, you must at all times also comply with the MerchantWords Brand Guidelines located at https://www.merchantwords.com/branding. We may change the Brand Guidelines without notice; you are responsible for keeping your use compliant with the current Brand Guidelines. MerchantWords shall be the sole beneficiary of any goodwill associated with your use of the MerchantWords Marks.
2. Security.
   You warrant that your Application has been developed to operate with MerchantWords API content in a secure manner. Your network, operating system and the software of your servers, databases, and computer systems (collectively, "Systems") must be properly configured to securely operate your Application and store content collected through your Application (including the MerchantWords API content). Your Application must use reasonable security measures to protect the private information of your users.
   
   We may use technology to detect, prevent or limit the impact of any issues caused by your Application (before or instead of suspension of your access). This may include, for example, filtering to stop spam or limiting your access to the MerchantWords API.
   
   You must have a process to respond to any vulnerabilities in your Application, and in the case of any vulnerabilities related to your Application's connection to the MerchantWords API discovered by you or reported to you by a third party, you agree that you shall provide vulnerability details to the MerchantWords Security Response Center (contact@MerchantWords.com).
   
   In the event of a data breach by either party resulting from any aspect of the MerchantWords API involving your Application or any content collected through your Application, you shall contact the MerchantWords Security Response Center (contact@MerchantWords.com) and provide details of the data breach. You agree to refrain from making public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from MerchantWords in each instance as it relates to the MerchantWords API.
3. Privacy.
   1. Your Information. See the MerchantWords Privacy Statement for disclosures relating to the collection and use of your personal data.
   2. End User Information. Where an Application seeks permission from an end user to access, collect, or transmit any user's personal data from a MerchantWords service or application, you must maintain a valid and up-to-date privacy policy. You are responsible for informing end users of your privacy policy. Your privacy policy must (i) comply with applicable laws and regulations, (ii) inform end users of the data you collect, and how that data is used, stored, secured and shared, and (iii) describe the controls available to end users to use, share, or access their personal data. You must also feature an easily accessible link to your privacy policy in the Application. Unauthorized use of end users' personal data shall be subject to immediate termination of your rights to use the MerchantWords API.
4. Changes to MerchantWords APIs.
   We may change or discontinue the availability of some or all of the MerchantWords APIs at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. We may also impose limits on certain features and services or restrict your access to some or all of the MerchantWords APIs. We may release subsequent versions of the MerchantWords APIs and require that you use those subsequent versions, at your sole cost and expense. Your continued use of the MerchantWords APIs following a subsequent release shall be deemed your acceptance of modifications. Any MerchantWords API designated "pre-release", "preview", or "beta" ("Beta API"), may not work in the same way as a final version. We may change or not release a final or commercial version of a Beta API in our sole discretion. All of our rights in these Terms may be exercised without prior notice or liability to you.
5. Feedback.
   If you give feedback about the MerchantWords APIs to MerchantWords, you give to MerchantWords, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You shall not give feedback that is subject to a license that requires MerchantWords to license its software or documentation to third parties because MerchantWords includes your feedback in them. These rights survive this agreement.
6. Confidentiality.
   You may be given access to certain non-public information, software, and specifications relating to the MerchantWords API ("Confidential Information"), which is confidential and proprietary to MerchantWords. You may use Confidential Information only as necessary in exercising your rights granted under these API Terms. You may not disclose any Confidential Information to any third party without MerchantWords's prior written consent. You agree that you shall protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of like kind (but not less than reasonable care).
7. Disclaimer of Warranties and Limitation of Liability.
   1. Disclaimer of Warranties
      WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE MERCHANTWORDS APIS. YOU UNDERSTAND THAT USE OF THE MERCHANTWORDS APIS IS AT YOUR OWN RISK AND THAT WE PROVIDE MERCHANTWORDS APIS ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE API TERMS ARE INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE MERCHANTWORDS APIS SHALL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR. YOU MAY BE ABLE TO ACCESS THIRD-PARTY WEBSITES OR SERVICES VIA MERCHANTWORDS APIS; YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR SUCH WEBSITES OR SERVICES OR CONTENT THAT MAY BE AVAILABLE THERE.
   2. Limitation of Liability
      IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING BREACH OF THESE TERMS), YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER, FROM MERCHANTWORDS OR ANY AFFILIATES, RESELLERS, DISTRIBUTORS, SUPPLIERS (AND RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS) AND VENDORS, ONLY DIRECT DAMAGES UP TO FIVE DOLLARS (USD $5.00) COLLECTIVELY. YOU CANNOT RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOESN'T FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATED TO THESE TERMS OR YOUR USE OF ANY MERCHANTWORDS API OR THE MERCHANTWORDS MARKS.
8. Termination.
   We may immediately terminate or suspend these API Terms, any rights granted herein, and/or your license to the MerchantWords APIs, in our sole discretion at any time, for any reason. You may terminate these API Terms at any time by ceasing your access to the MerchantWords APIs. Upon termination, all licenses granted herein immediately expire and you must cease use of the MerchantWords APIs. Neither party shall not be liable to the other for any damages resulting solely from termination of these API Terms.
9. General Terms.
   1. Applicable Law. The laws of the State of California, USA govern the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.
   2. Venue; Attorney's Fees. Any proceeding relating to these TOS or the subject matter hereof shall be brought only in federal or state court in the County of Los Angeles, California, and each party hereby generally and unconditionally submits to and accepts the jurisdiction of such courts. The prevailing party in any action to enforce these API Terms shall be entitled to recover its attorney's fees and costs in connection with such action, in addition to any other relief the prevailing party shall be entitled.
   3. Support. Because the MerchantWords APIs are provided "as is," we may not provide support services for them.
   4. Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you.
   5. Reservation of Rights. All rights not expressly granted herein are reserved by MerchantWords. You acknowledge that all intellectual property rights within MerchantWords APIs remain the property of MerchantWords and nothing within these Terms shall act to transfer any of these intellectual property rights to you.
   6. No Waiver. Either party's failure to act with respect to a breach of these Terms does not waive either party's right to act with respect to that breach or subsequent similar or other breaches.
   7. Survival. Sections of these API Terms that, by their terms, require performance after the termination or expiration of these API Terms shall survive.
   8. Entire Agreement. These Terms (including the API Terms and any Additional Terms) and any documents incorporated into these Terms by reference, constitute the entire agreement between you and us regarding the MerchantWords APIs and supersede 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 these Terms. If any provision of these Terms is found to be illegal, void, or unenforceable, the unenforceable provision shall be modified so as to render it enforceable to the maximum extent possible.

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