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Clearspring APIs Terms of Use

Thank you for using the Clearspring Technologies, Inc. ("Clearspring") application programming interfaces ("Clearspring APIs"). By using Clearspring APIs, you agree to these terms of use (the "Terms of Use") and the Clearspring Terms of Service ("TOS") located at www.clearspring.com/legal/.

BY ACCEPTING THESE TERMS OF USE, OR BY USING OR ACCESSING ANY PORTION OF THE CLEARSPRING APIs, YOU IRREVOCABLY AGREE TO THESE TERMS OF USE, AND YOU REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF (AND, IF YOU ARE EMPLOYED BY OR OTHERWISE REPRESENT ANY CORPORATION OR OTHER LEGAL ENTITY THAT WISHES TO USE THE CLEARSPRING APIs, THAT ENTITY) TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE CLEARSPRING APIs.

Clearspring reserves the right to update and change, from time to time, these Terms of Use and all documents incorporated by reference. You can always find the most recent version of these Terms of Use at www.clearspring.com/legal/. Clearspring may change these Terms of Use by posting a new version without notice to you. Use of the Clearspring APIs after such change constitutes acceptance of such changes.

In the event of any inconsistency between these Terms of Use and the TOS, these Terms of Use control.

1. Licensed Uses and Restrictions.

   Clearspring APIs are owned by Clearspring and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These Terms of Use define legal use of the Clearspring APIs, all updates, revisions, substitutions, and any copies of the Clearspring APIs made by or for you. All rights not expressly granted to you are reserved by Clearspring.

   1. Subject to the restrictions set forth in these Terms of Use, You may use the Clearspring APIs and any updates provided by Clearspring (in its sole discretion) solely to interface with Clearspring's proprietary widget syndication service (the "Clearspring Service"). Your license to the Clearspring APIs under these Terms of Use continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the Clearspring APIs. Clearspring may terminate the license at any time for any reason. Clearspring may make changes, upgrades, or discontinue all or any portion of any Clearspring API at any time for any reason. These Terms of Use terminate automatically if (i) you violate any term of these Terms of Use, (ii) Clearspring publicly posts a written notice of termination on Clearspring's Web site, (iii) Clearspring sends a written notice of termination to you, or (iv) Clearspring ceases providing access to the Clearspring APIs to you. Upon the expiration or any termination of these Terms of Service, the license granted to You will terminate and You, at Your expense, will promptly return all copies of the API and all Confidential Information in Your possession to Clearspring. The provisions of Sections 2, 3, 7, 8, 10, and 12 shall survive termination or expiration of this Agreement for any reason.
   2. Your application may make automated calls or other data requests to or through the Clearspring network ("Calls"). Clearspring may at any time, and over any given period of time, limit the number of Calls You may send to the Clearspring network, or prohibit any application created by You from sending Calls to the Clearspring network, as we deem appropriate in our sole discretion.
   3. If your product or service uses or is based upon the Clearspring APIs, then You will comply with any Clearspring attribution policy as in effect from time to time.
   4. You will use the APIs in compliance with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the parties,
   5. You shall use instructions provided in the Clearspring APIs to place application identification information ("API Key") into any application or service you develop that incorporates or makes any use of the Clearspring APIs. You may create multiple widgets using your API Key. You can sign up for an API Key at www.clearspring.com/developers/. You must provide accurate identification, contact, and other information required as part of the registration process. You will NOT create any script or other automated tool that attempts to create multiple API Keys. You may not allow any third party to use your API Key for their own benefit.
   6. You shall NOT:
      1. use the Clearspring APIs in any manner or for any purpose that violates any law or regulation, promotes illegal activities, violates third party rights or terms of service, violates any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with the Clearspring TOS or these Terms of Use;
      2. modify, adapt, alter, translate or create derivative works from the API;
      3. use the Clearspring APIs to engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines;
      4. sell, lease, share, transfer, or sublicense the Clearspring APIs, or access or access codes thereto, or derive income from the use or provision of the Clearspring APIs, whether for direct commercial or monetary gain or otherwise, without Clearspring's prior, express, written permission;
      5. use the Clearspring APIs in a manner that adversely effects Clearspring and/or the Clearspring Service or exceeds: (a) reasonable request volume, as set by Clearspring from time to time, (b) constitutes excessive or abusive usage, or (c) otherwise fails to comply or is inconsistent with any part of the Clearspring API documentation, as determined by Clearspring in its sole discretion;
      6. otherwise exercise rights to the API except as expressly allowed by these Terms of Service;
      7. reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, underlying user interface techniques or algorithms related to the Clearspring Service;
      8. remove, obscure or alter Clearspring's copyright notices, trademarks or other proprietary rights notices affixed to or contained within the API; or
      9. use the Clearspring APIs in a product or service that competes with products or services offered by Clearspring.

   Clearspring reserves the right to immediately suspend access to the API if You breach any terms of these Terms of Use.

2. Ownership and Relationship of Parties.

   The Clearspring APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Clearspring's rights apply to the Clearspring APIs and all output and executables of the Clearspring APIs, excluding any software components developed by you which do not themselves incorporate the Clearspring APIs or any output or executables of the Clearspring APIs. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms of Use and in the TOS. Clearspring owns all rights, title, and interest in and to the Clearspring APIs. These Terms of Use grant you no right, title, or interest in any intellectual property owned or licensed by Clearspring, including (but not limited to) the Clearspring APIs and Clearspring trademarks.

3. Confidentiality.

   You acknowledge that the API is a commercially valuable asset which constitutes a trade secret of Clearspring and that it contains Confidential Information proprietary to Clearspring. For purposes of these Terms of Service, "Confidential Information" means the API, all information provided by Clearspring about the API, and all information provided by Clearspring that is clearly marked or identified as confidential or disclosed under circumstances that would lead a reasonable person to believe such information is confidential. You shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than as expressly permitted by these terms of Service. You agree that You, including your employees, officers, and agents, if any, shall treat all Confidential Information with the same degree of care as it accords to your own confidential information which, in no event, shall be less than reasonable care and shall not disclose, sell, transfer, publish, copy, display or otherwise make the API available, or any part thereof in any form, to any person or entity not a party to these Terms of Service. You shall take all reasonable precautions to ensure fulfillment of this confidentiality and nondisclosure obligation and agree to immediately notify Clearspring of any unauthorized use, copying and/or disclosure of the API, as well as, take such actions as are necessary to cease and prevent any further unauthorized use, copying and/or disclosure.

   You acknowledge that any use or disclosure of the API by You in violation of or in any manner inconsistent with these Terms of Use would cause substantial and irreparable injury to Clearspring, and that Clearspring's remedies at law will not be adequate. Accordingly, You agree that Clearspring shall be entitled to injunctive relief with respect to any breach, or threatened breach of this Section, and that such right shall be in addition to, and not in limitation of, any other rights or remedies to which Clearspring is or may be entitled at law or equity.

4. Support.

   Clearspring may elect to provide you with support or modifications for the Clearspring APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Clearspring may change, suspend, or discontinue any aspect of the Clearspring APIs at any time, including the availability of any Clearspring APIs. Clearspring may also impose limits on certain features and services or restrict your access to parts or all of the Clearspring APIs or the Clearspring website without notice or liability.

5. Fees and Payments.

   Clearspring reserves the right to charge fees for future use of, support for, or access to the Clearspring APIs or the Clearspring services and Web sites (collectively, "Clearspring APIs Services") in Clearspring's sole discretion. If Clearspring decides to charge for the Clearspring APIs Services, such charges will be disclosed in advance.

6. Copyright Complaints; Repeat Infringer Policy.

   You agree to take whatever actions are necessary or are requested by Clearspring to enable us to comply with our copyright policy and the take-down and other provisions of the Digital Millennium Copyright Act ("DMCA") or other applicable laws and regulations with respect to your Clearspring API. In addition, you acknowledge that in accordance with the DMCA and other applicable law, Clearspring has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users and developers who are deemed to be repeat infringers, and that you agree that you will, if requested by us, take reasonable steps to terminate access to your Clearspring API for any user who we identify to you as a repeat infringer.

7. Disclaimer of Any Warranty.

   SOME OF THE CLEARSPRING APIS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. CLEARSPRING DOES NOT REPRESENT OR WARRANT THAT ANY CLEARSPRING APIS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.

   THE CLEARSPRING APIS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND CLEARSPRING EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. CLEARSPRING DOES NOT WARRANT THAT THE API WILL OPERATE WITHOUT INTERRUPTION OR ERROR. NO WARRANTY IS MADE BY CLEARSPRING ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. CLEARSPRING DOES NOT WARRANT THAT THE CLEARSPRING PLATFORM OR CLEARSPRING SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE CLEARSPRING PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

   YOUR USE OF CLEARSPRING APIS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY CLEARSPRING APIS INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

8. Limitation of Liability.

   CLEARSPRING SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE CLEARSPRING APIS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT CLEARSPRING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF CLEARSPRING TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OF USE, CLEARSPRING SERVICE OR THE APIS, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES, IF ANY, THEN-PAID OR PAYABLE TO CLEARSPRING BY YOU PURSUANT TO THESE TERMS OF USE DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

9. Essential Basis; Exclusions and Limitations.

   The Parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in these Terms of Service form an essential basis of these terms of Service, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of these Terms of Service, including, without limitation, the economic terms, would be substantially different.

   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 7 AND 8 MAY NOT APPLY TO YOU.

10. Release and Waiver.

    To the maximum extent permitted by applicable law, you hereby release and waive all claims against Clearspring, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of Clearspring APIs. If you are a California resident, you waive your rights under California Civil Code, section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

11. Release, Hold Harmless and Indemnity.

    You irrevocably and unconditionally release and covenant not to use or pursue any claim against Clearspring and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your Clearspring API, or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the Clearspring platform, documentation, or Clearspring API.

    To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Clearspring and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of Clearspring APIs or any violation of these Terms of Use or TOS, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. Clearspring shall use good faith efforts to provide you with written notice of such claim, suit or action.

12. General Terms.

    Notwithstanding any provision hereof, for all purposes of the Terms of Use, you and Clearspring shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Clearspring, express or implied, and you shall not attempt to bind Clearspring to any contract. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect. The Terms of Use and the relationship between you and Clearspring shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You and Clearspring agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Virginia. Clearspring's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Use. Any construction or interpretation to be made of the Terms of Use shall not be construed against the drafter. The Terms of Use constitute the entire agreement between Clearspring and you with respect to the subject matter hereof. You may not assign any of Your rights or obligations under these Terms of Use without the prior written consent of Clearspring. Any attempted assignment or transfer in violation of the foregoing will be void. No failure of either party to enforce any of its rights under these Terms of Use will act as a waiver of those rights.

Last updated: June 2007