API Terms of Use

Last Updated: November 2020

I. Contractual Relationship; Scope

These Application Programming Interface Terms of Use (“Terms of Use”) govern your access and use of the APIs provided by Deliberr, Inc. its subsidiaries, and affiliates (collectively, “Deliberr”). The guides, materials, references, software, and other applications or services provided by Deliberr in association with the access and use of the Deliberr APIs, together with the Deliberr APIs themselves, are collectively referred to as a suite of “Deliberr API Services”.By accessing or using the Deliberr API Services you confirm your agreement to be bound by these Terms of Use. The Deliberr APIs may also be subject to any other agreements you have with Deliberr, including those related to your use of business-specific APIs (“Supplemental Agreements”).Additionally, if you use the Deliberr APIs as an interface to, or in conjunction with, other Deliberr products and services, then the terms of those products and services (“Deliberr Product Terms”) also apply to you and your end-users. If there is a conflict between these Terms of Use and the terms of aSupplemental Agreement governing your use of an Deliberr API or Deliberr Product Terms governing your use of Deliberr’s products and services, those terms will control with respect to that conflict. 

Collectively, we refer to these Terms of Use, any additional applicable terms (including terms in any Supplemental Agreements and any Deliberr Product Terms), and any other applicable policies and guidelines as the "Terms." 

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONSTITUTEA LEGAL AGREEMENT BETWEEN YOU AND DELIBERR. 

II. Access to APIs 

A. General.
You may not use the Deliberr API Services if you are not of legal age to form a binding contract with Deliberr, you determine that you are unable to comply with these Terms of Use or you are prohibited by applicable law from accessing or using the Deliberr API Services. 

B. Entity Access.
If you are accessing Deliberr API Services on behalf of a company, entity, or organization (collectively “entity”), then you represent and warrant that you: (a) are an authorized representative of that entity with the authority to bind such entity to the Terms; (b) have read and understood the Terms, and (c) agree to these Terms of Use on behalf of such entity. All references to “you” in these Terms of Use shall also refer to that entity. 

C. Registration & Credentials.
To access the Deliberr API Services, you may be required to register. After an approved registration, you will be issued certain credentials, which may be required to access the Deliberr APIs. You may not make credentials available to others including by embedding them in open source projects and only you may access the Deliberr API Services with the credentials provided to you. You will not misrepresent or mask your identity or your credentials when accessing or using the Deliberr API Services. 

D. Access Revocation.
We reserve the right to revoke your access to the Deliberr API Services without prior notice if we determine your use violates the Terms or is otherwise objectionable as determined in Deliberr’s sole discretion. 

III. Use of APIs 

A. Your End Users.
If you offer your application for use by others outside of your entity, you must maintain a user agreement and a legally compliant privacy policy for your application that is prominently identified or located where users download or access your application. You must immediately notify us in writing of any breach of your user agreement or privacy policy that impacts, or may impact, customers or users of Deliberr’s products or services. 

B. Compliance.
Access, implementation, and use of the Deliberr API Services must be in compliance with all applicable law, regulation, third party rights(including, without limitation, laws regarding the import or export of data or software, privacy, and local laws) as well as Deliberr’s instructions. You will only use the Deliberr API Services in connection with legally permissible activities and as described in the Terms. 

C. API Limitations.
Deliberr sets and enforces limitations on the use of Deliberr APIs. You will not circumvent, or attempt to circumvent, such limitations as they apply to each Deliberr API or as otherwise set forth in theTerms, except as approved in writing by Deliberr. Deliberr may limit the number or nature of network calls that you or your application may make. Deliberr may change such usage limits at any time with or without notice and may use any means to enforce its usage limitations or prevent overuse of the Deliberr APIs. 

D. Open Source.
To facilitate your Deliberr API integration, Deliberr may make certain Software Development Kit(s) (“SDK(s)”) and/or libraries available to you under a separate open source license. You agree that any Deliberr API integration facilitated with such open-source SDK(s) and/or libraries remains subject to the Terms. 

E. API Monitoring; Review.
We may monitor your use of the Deliberr API Services for reasons including to improve the Deliberr API Services and identify security issues or ensure compliance with the Terms. We reserve the sole right to determine whether or not your use of the Deliberr API Services is acceptable including the manner in which the Deliberr APIs are integrated into YourProducts (defined below). Deliberr may collect and use usage data and information related to your use of the Deliberr API Services.Deliberr’s review, testing, or approval of your products or services does not constitute any representation or acknowledgment by Deliberr that Your Products and/or any content therein comply with the Terms, any laws, rules, or regulations, nor does it constitute any acceptance by Deliberr of any responsibility or liability in connection such products or services, or any content therein. 

F. Revocation.
If you do not comply with the Terms or if we believe that you have attempted to exceed or circumvent any of the prohibited uses or the additional requirements or limitations described in the Terms, your ability to use the Deliberr API Services may be temporarily or permanently blocked or revoked. 

G. Certain Prohibited Uses.
Unless permitted by applicable law or any Supplemental Agreement(s)between you and Deliberr, you will not, and will not direct, encourage, or assist any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Deliberr API Services; (b) modify or make derivative works based upon the Deliberr API Services; (c) improperly use the Deliberr API Services, including creating Internet “links” to any part of the Deliberr API Services, “framing”or “mirroring” any part of the Deliberr API Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Deliberr APIs; (d) reverse engineer, decompile, modify, or disassemble the Deliberr APIServices; (e) send spam or otherwise duplicative or unsolicited messages with the Deliberr APIs; or (f) use the Deliberr APIs to (x) display any offensive content or any content for which you do not have the right to share with Deliberr or to display or (y) distribute unsolicited advertising or promotions, or initiate any other communication or contact with Deliberr users or partners. 

In addition, you shall not, and shall not direct, encourage, or assist any other party to, access or use the Deliberr API Services to (i)design or develop a competitive or substantially similar product or service;(ii) copy or extract any features or functionality thereof; (iii) launch or cause to be launched on or in connection with the Deliberr API Services a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the Deliberr API Services; (iv)attempt to gain unauthorized access to the Deliberr API Services or its related systems or networks; (v) include any underlying Deliberr platform or product with competitors in any aggregated view i.e. a webpage, app, software, etc.;(vi) aggregate Deliberr’s data with competitors’ data; or (vii) parse or scrape any of Deliberr’s data; in each case other than as explicitly permitted by Deliberr in writing. You will not share with a third party (or enable a third party to use) any operational, technical, or other data obtained through the use of the Deliberr API Services in any manner that is competitive to Deliberr, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Deliberr’s products and services. 

IV. Ownership; License 

A. Ownership.
Deliberr owns all right, title, and interest, including without limitation, all intellectual property rights and other rights in and to its software applications (including but not limited to the Deliberr APIServices), any intellectual property rights used in connection with the software applications, and other proprietary technology, including any data structures therein, accompanying documentation, and any updates or revisions to the foregoing. All rights not specifically conveyed are retained by Deliberr. 

B. Licenses.
Subject to your compliance with the Terms, Deliberr hereby grants you a limited, revocable, non-exclusive, non-transferable, non-assignable license to access and use the Deliberr API Services for sole purposes of developing, testing, using, and maintaining an integration of your application with the Deliberr API Services.

Deliberr may produce and distribute incidental depictions, including screenshots, video, or other content from your API client, and may use your company or product name in the course of Deliberr’s world wide promotion, marketing, or demonstration of the Deliberr API Services you are using; you hereby grant Deliberr all necessary licenses, on a royalty-free basis, for these purposes. 

Subject to the rights granted to Deliberr and limitations herein, you reserve and retain sole and exclusive ownership of all right, title, and interest in to, and under (a) your extensions and applications, and(b) all modifications, corrections, repairs, translations, enhancements, and other derivative works and improvements of your extensions and applications, including all intellectual property rights arising therefrom or relating thereto (collectively, (a) and (b) are “Your Products”), to the extent YourProducts do not infringe any of Deliberr’s intellectual property rights. You are solely responsible for all costs incurred by you in the creation and maintenance of Your Products.

V. Content
You are solely responsible for selecting all content made available through and contained in Your Products and for ensuring that such content complies with the Terms and any other requirements applicable to such content. You are fully responsible for any information you provide to Deliberr via the Deliberr APIs. 

The Deliberr API Services may contain content owned by a third party. This content is the sole responsibility of the third party that makes it available. Additionally, content accessible through Deliberr APIs and Deliberr products may be subject to the intellectual property rights of third parties.  

VI. Feedback; Attribution 

A. Feedback.
If you provide feedback or suggestions about Deliberr APIServices, such information may be used for any purpose without obligation to you. 

B. Attribution.
Except where expressly stated, neither party grants the other party any right, title, or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Attributes”) and you will not make any statement regarding your use of the Deliberr API Services which disparages Deliberr or its business partners. The documentation for the Deliberr API you use may include guidelines for providing attribution to Deliberr. You agree to provide any attribution in accordance with the guidelines and as further described in our design guidelines, which may be updated from time to time. You can use these resources but you must not make any changes or modifications to them. 

VII. Privacy 

A. Deliberr Data.
Except for third party content described herein, “Deliberr Data” includes all data received from Deliberr through an Deliberr API. Where such data includes non-public content relating to a user, such content must not be exposed to other users or to third parties without proper consent from that user. 

B. Personal Information.
If your use of the Deliberr API Services or access to Deliberr Data requires or will likely result in the provision of personal information directly to Deliberr, you agree to adequately inform and obtain all necessary consents and authorizations from the applicable users to provide such personal information to Deliberr and retain written records of such consents.Deliberr will treat personal information obtained from you through your use of Deliberr APIs in accordance with the applicable privacy and data protection laws and its posted privacy notice. 

C. Confidentiality.
You may be given access to information that is confidential to Deliberr (“Deliberr Confidential Information”), which may include your credentials as well as any materials, communications, or other information that is marked confidential or that would reasonably be considered confidential under the circumstances. You agree to use Deliberr Confidential Information only for the purpose of using the Deliberr API Services in accordance with theTerms, and, unless compelled by a court of applicable jurisdiction (and you gave Deliberr written notice and a reasonable chance to defend its interests prior to such court compelled disclosure), you agree to not disclose any Deliberr Confidential Information to any third party without Deliberr’s prior written consent. 

D. Security.
You agree to implement and maintain appropriate technical, physical, and organizational measures to protect Deliberr Data and Deliberr Confidential Information against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care.Deliberr Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without any confidentiality obligation, or that becomes public through no fault of your own or any party under your control. 

VIII. Term; Termination and Survival 

A. Term; Termination.
These Terms of Use will apply for as long as you access and use the Deliberr API Services. You may terminate these Terms of Use at any time by giving us notice and ceasing to access and use the Deliberr API Services.Deliberr may terminate these Terms of Use at any time, including if it determines that you have violated or attempted to violate the Terms. TheseTerms of Use will terminate automatically in the event the Deliberr APIs you use are no longer made available to you, if your Supplemental Agreement with Deliberr is terminated or expires, or if any representations you make herein are deemed or found to be untrue.Upon termination of these Terms of Use, you will immediately stop using the Deliberr APIs, cease all use of the Deliberr intellectual property, and delete any cached or stored content and any Deliberr Data(including any Deliberr Confidential Information). Deliberr reserves the right to contact your end-users to notify them of the termination of your right to use the Deliberr APIs and the Deliberr API Services. 

B. Survival.
The provisions set forth in these Terms of Use that, by their nature, should survive termination or expiration of these Terms of Use, will survive any expiration or termination of these Terms of Use.

IX. Relationship of Parties
The relationship between the parties is that of independent contractors. These Terms of Use do not create a partnership, joint venture, franchisee, or other similar relationship. Neither party will make a public statement that suggests partnership with or sponsorship or endorsement by the other party without such party’s prior written approval. The parties’ obligations under these Terms of Use are non-exclusive. Unless otherwise agreed upon separately in writing, neither party is precluded from marketing, licensing, positioning, providing, and distributing its own products and services through other alliances, programs, or partners. Nothing in these Terms of Use prohibits or restricts either party’s right to develop, make, use, market, license, position, provide and distribute products or services similar to or competitive with those of the other party as long as it does not breach, or attempt to breach, these Terms of Use. 

X. Representations; Indemnification; Disclaimer; Limitation of Liability 

A. Representations.
You hereby represent and warrant that you have all authority necessary to bind yourself (including your entity) to these Terms of Use and that you are not prohibited from accessing or using the Deliberr API Servicesin the country in which you reside. If, at any time, you do not have authority, are legally prohibited, or do not agree to these Terms of Use, then these Terms of Use are automatically terminated, and you must discontinue all access and use of the Deliberr API Services immediately. 

You further represent and warrant that (a) you have the right to distribute, or otherwise make available Your Products to your end-users, (b) such products comply with all applicable local, state, federal, and international laws and regulations as well as applicable terms of service and privacy notices and (c) Your Products do not and will not infringe the rights of any third party. 

B. Indemnification.
You agree to indemnify and hold Deliberr and its officers, directors, employees, and agents harmless from and against any and all claims, demands, losses, liabilities, and expenses (including legal fees), arising out of or in connection with: (a) your use of the Deliberr API Services or information obtained through your use of the Deliberr API Services; (b) your breach or violation of the Terms or (c) your violation of the rights of any third party, including with respect to any third-party content. 

C. Disclaimer. 

THE DELIBERR API SERVICES ARE PROVIDED “AS IS” AND “ASAVAILABLE”. DELIBERR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS,IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS OF USE, INCLUDINGTHE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT. IN ADDITION, DELIBERR MAKES NO REPRESENTATION, WARRANTY,OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, ORAVAILABILITY OF THE DELIBERR API SERVICES OR ANY INFORMATION REQUESTED OROBTAINED THROUGH THE USE OF THE DELIBERR API SERVICES, OR THAT SUCH SERVICESWILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUTOF YOUR USE OF THE DELIBERR API SERVICES, AND ANY INFORMATION REQUESTED OROBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUMEXTENT PERMITTED UNDER APPLICABLE LAW. 

D. Limitations.

WHERE PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DELIBERROR ANY OF ITS SERVICE PROVIDERS, SUPPLIERS OR REPRESENTATIVES (INCLUDINGOFFICERS OR DIRECTORS) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OREQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS,REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (B)CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVEDAMAGES, ARISING FROM YOUR USE OF THE DELIBERR API SERVICES, REGARDLESS OFWHETHER YOU OR SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES ORDAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE FOREGOINGLIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED INTHESE TERMS OF USE IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. DELIBERR’SAGGREGATE LIABILITY UNDER THESE TERMS OF USE WILL NOT EXCEED ONE HUNDREDDOLLARS ($100). 

XI. Support and Maintenance

Deliberr may provide documentation, functional and technical design documents, and other documents that may be relevant or useful in using Deliberr API Services. Deliberr has no obligation to provide any maintenance, support, or training for set-up or use of any Deliberr API Services. 

XII. Modifications

Deliberr in its sole discretion may modify, update, or discontinue the Deliberr API Services. Deliberr may also impose additional limits on certain features and services or restrict your access to parts or all of the Deliberr API Services without prior notice or liability. While we can provide no guarantee, we will try to ensure that future versions of the Deliberr APIs are backward compatible with the immediately preceding version.Deliberr may amend these Terms of Use from time to time.Amendments will be effective upon Deliberr’s posting of such updated Terms ofUse at this location or in the amended policies or documentation related to the Deliberr APIs. Your continued access or use of the Deliberr API Services after such posting confirms your consent to be bound by these Terms of Use, as amended. 

XIII. Miscellaneous

These Terms of Use are governed by the laws of the State ofCalifornia, without regard to conflicts of law principles, and all claims arising out of or relating to these Terms of Use will be brought exclusively in the federal or state courts of Santa Clara County, California, USA, and you consent to jurisdiction in those courts. These Terms of Use were drafted in English and the English-language version shall control in the event of a conflict with any translated version. You may not assign any of the rights or obligations under these Terms of Use, by operation of law or otherwise, without the prior written consent of Deliberr. Any attempted assignment in violation of this paragraph is void. Deliberr may exercise its rights herein in its sole discretion and without prior notice. The Terms constitute the entire agreement among the parties with respect to the subject matter and supersede and merge all prior proposals, understandings, and contemporaneous communications. Any delay by Deliberr in enforcing any of its rights under these Terms of Use, including with regard to your non-compliance, shall not constitute a waiver of Deliberr’s rights to future enforcement of its rights under these Terms of Use. If any provision of these Terms of Use are determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be restated and enforced to the maximum extent permissible and the remaining provisions of these Terms of Use will remain in full force and effect.