ACTIVE Net® API Gateway Terms
Effective Date: 01/04/2018
Subject to these Terms, Active makes its application programming interfaces (the “Active APIs” or “APIs”) available to you to facilitate the development of innovative applications using Active data and developer tools. By using the Active APIs, you accept and agree to be bound by these Terms. It is important that you read these Terms as they form a legal agreement between you and Active. Active and any and all entities that control, are controlled by, or are affiliated or under common control with Active, are collectively referred to herein as “we,” “us” or “our.” Your relationship with Active and Active’s use of your products and services are subject to this Agreement (as defined below) and is made between you and Active. You represent and warrant that you have the necessary and full right, power, authority, and capability to accept this Agreement, to bind your organization, and to perform your obligations hereunder.
In addition to the Terms, the following are incorporated into these Terms and form part of the Agreement between the parties:
In the event of any conflict between the content in this document and the documents incorporated by reference, the terms of this document shall control with respect to your use of the APIs. If you disagree with any of the provisions in these Terms, do not click that you agree to them, and do not accept, access or use the APIs. If you click your acceptance to these Terms, you agree to be bound by them in their entirety.
Active reserves the right, from time to time, with notice to you, to change these Terms in our sole and absolute discretion. The most current version of these Terms can found at www.activenetwork.com/API-Gateway-TOU and that version supersedes all previous versions. By using the Active APIs after changes are made to these Terms, you agree to be bound by such changes. Your only recourse if you disagree with these Terms or any changes to them is to discontinue your use of the APIs. Active is not liable for any damage or injury whatsoever that results from changes to these Terms. Accordingly, we recommend you review these Terms periodically.
1. Description, Licenses, and Restrictions.
1.1 Description of Active APIs. The APIs consist of programmatic web APIs and associated tools and documentation that allow you to create software application(s) or website(s) (your “Application”) to retrieve certain data and content from our registration platform (collectively the “Websites”), made accessible by Active in its sole discretion (the “Content”). While Active strives to have its APIs available continuously, it cannot guarantee any up-time or other reliability measurements for any Active developer resource, including the APIs.
1.2 Developer Accounts and Access Codes. Active will provide you with the necessary security keys, secrets, tokens, passwords and/or other credentials to access the APIs (collectively, “Access Codes”), You may not sell, transfer, sublicense or otherwise disclose your Access Codes to any other party. You are responsible for maintaining the secrecy and security of your Access Codes. If you become aware of any unauthorized use of your Access Codes, you agree to notify Active immediately. Notwithstanding the foregoing, or anything to the contrary, you are fully responsible for all activities that occur using your Access Codes.
1.3 APIs License Grant. The APIs (and all elements, components, and executables of the APIs), Websites, Content, our names, marks, brands, logos, designs, trade dress, slogans, and other designations we use in connection with our products and services (“Active Marks”) and all intellectual property rights in and to the same, is owned or licensed by us or our third-party content providers (collectively, the “Active Property”). You do not acquire any right, title or interest in to any of the Active Property through your use of the APIs, except as expressly set forth in these Terms. Subject to the terms and conditions in these Terms, and for as long as you have current and valid Access Codes, we grant you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable license to use the APIs and related Content solely for purposes of use by you in your Application. You have no right to distribute or allow access to the stand-alone APIs.
1.4 Restrictions. In addition to other restrictions contained in these Terms, you agree not to do any of the following, unless expressly permitted by Active in these Terms or in writing by Active:
1.5 Support and Modifications. We may provide you with support or modifications for the APIs in our sole discretion. We may terminate the provision of such support or modifications to you at any time without notice or liability to you. We may release subsequent versions of the APIs and require that you use such subsequent versions. Your continued use of the APIs following a subsequent release will be deemed your acceptance of modifications.
1.6 Fees. You are liable for the fees as set forth in the applicable Schedule.
1.7 Monitoring. You agree to assist Active in verifying your compliance with this Agreement by providing us information about your Application, including providing us access to it and/or other materials related to your use of the APIs. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by Active. If, in Active’s sole discretion, you do not demonstrate full compliance with this Agreement, we may restrict or terminate your access to the APIs.
1.8 Usage Limitations. Active may limit the number of network calls that your Application may make via the APIs, and/or the maximum Content that may be accessed, or anything else about the APIs and the Content it accesses as Active deems appropriate in its sole discretion. Usage limits are based on subscription plan as set forth on the applicable Schedule In addition to its other rights under these Terms, Active may utilize technical measures to prevent over-usage and/or stop usage of the APIs by an Application after any usage limitations are exceeded. If no limits are stated in these Terms, you nevertheless agree to use the APIs in a manner that, as determined by us in our sole discretion, does not exceed reasonable request volume or does not constitute excessive or abusive usage.
1.9 Security Measures. Your networks, operating system and the software of your web server(s), routers, databases, and computer systems (collectively, “System” or “Systems”) must be properly configured to Internet industry standards as required to securely operate your Application. You agree to access and handle the Active Property in a secure manner. You will not architect or select Systems in a manner to avoid the foregoing obligation. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to Active in writing via email to firstname.lastname@example.org or subsequent contact information posted in the Active developer site. You will work with Active to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of security deficiency or intrusion involving the Application, you will make no public statements (i.e., press, blogs, bulletin boards, etc.) without prior written and express permission from Active in each instance. Active may investigate your compliance with the security measures you have established for your Applications.
1.10 Active Independent Development. You understand and acknowledge that Active may be independently creating applications, content and other products or services that may be similar to or competitive with your Application, and nothing in these Terms will be construed as restricting or preventing Active from creating and fully exploiting such applications, content and other items now or in the future, without any obligation to you.
2. Proprietary Rights.
2.1 Active Property. As between you and us, we own all rights, title, and interest, including without limitation all intellectual property rights, in and to the Active Property. Except for the express licenses granted in these Terms, Active does not grant you any right, title or interest in the Active Property. You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Active may reasonably request to effect, perfect or confirm Active’s rights to the Active Property.
2.2 Feedback. You have no obligation to give us any suggestions, comments or other feedback (“Feedback”) relating to the Active Property. However, we may use and include any Feedback that you voluntarily provide to improve the Active Property and/or any other of our products, services or technologies. Accordingly, if you give Feedback, you assign all right, title and interest in and to such Feedback to us and acknowledge that we may freely use, reproduce, license, distribute or exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account. You also agree not to provide Feedback that you know is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from such Feedback to be licensed to or from, or shared with, any third party.
2.3 Application. You represent and warrant to Active that, excluding Active Property, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use by Active and its users of your Application shall not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including the laws of any country in which your Application is made available. Except to the extent your Application contains Active Property, Active claims no ownership or control over your Application. You hereby grant to us a fully paid-up, royalty-free, nonexclusive, perpetual, worldwide irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to users; (b) link to and direct users to your Application; and (c) sublicense the foregoing rights to any third parties. You expressly agree that we have no responsibility or control over your Applications and you acknowledge that we do not review or monitor your Applications.
3 Privacy, Policies, and Legal Compliance.
3.2 Digital Millennium Copyright Act. You will post a policy complying with the Digital Millennium Copyright Act (DMCA) and respond promptly to notices of alleged copyright infringement involving your Application.
3.4 Data Storage and Conversion Limits.
3.4.1 Prohibition on Copying and Storage. Your Application may access certain information of Active’s customers at the request of such customers as an end-user of an Application. You may not copy, store, cache, intercept or read/sniff any Content returned or received through the APIs, including data about users, longer than the current usage session of the user for which it was obtained. In addition, any contact information associated with an event organizer or retrieved by the APIs may only be used in connection with the event listing on your Application. You are not permitted to use such contact information to market and/or promote directly to the event organizer.
3.4.2 Removal of Active User Data from Your System. At the end of an end-user’s session accessing their Active account information from your Application or twenty-four (24) hours, you shall delete from your Application and data retention systems all Content and other data associated with the end-user session. You may not retain any Content or data upon notice from Active (including if we notify you that a particular Active customer has requested that their information be made inaccessible to your Application), or upon termination of this agreement or your use of the APIs. In addition, you must remove all data collected with the user’s consent upon request by the user, when the user uninstalls your Application, or when the user closes his or her account with you. The restrictions of this section also do not apply to “independent data,” which means data that users provide directly to you and that is separately entered, uploaded, or presented to you by the user of your Application.
4 Trademarks, Marketing and Publicity.
4.1 Your Marketing and Publicity. You agree to comply with the Active Branding Guidelines, which can be found at http://developer.active.com/branding_guidelines. In addition, you may not remove or alter any Active Marks, or co-brand your own products or material with Active Marks, without Active’s prior written consent granted or denied at Active’s sole discretion. You hereby (a) acknowledge our rights in Active Marks and agree that any use of Active Marks by you shall inure to our sole benefit; and (b) agree not to incorporate any Active Marks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with products, services, or information. You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Active (or otherwise embellishing your relationship with Active). However, you may not issue any formal press release via traditional or online media referring to Active without Active’s prior written consent.
4.2 Display of Content; Attribution and Goodwill. You must clearly and conspicuously attribute the source of all Content as received from Active. You may not modify, obscure or otherwise disable the functioning of links to Active or third-party applications or websites provided within the Content. Similarly, you may not omit, modify or obscure the text, images, artwork, logos, copyright or similar notices or other aspect of any Content that you receive from the APIs, provided, however, that with respect to graphic images, you may re-size such images while maintaining the same relative proportions of the image.
4.3 Active's Marketing and Publicity. You grant us a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application in accordance with these Terms for the purpose of promoting or advertising that you use the API. We may publicly refer to you, orally or in writing, as a licensee of the Active APIs and we may publish your name, trademark and/or logo (with or without a link to your Application) on our Website, in press releases, and in promotional materials without your prior consent.
6 Term and Termination.
6.1 Term. The term of these Terms shall commence on the date upon which you agree to these Terms and shall continue in force thereafter for the duration set forth in the applicable Schedule, unless modified or terminated as provided herein.
6.3 Effect of Termination. Upon termination of the Agreement between you and us under these Terms, (a) all rights and licenses granted to you will terminate immediately, (b) any and all payment obligations, if any, will be due, and (c) unless we agree otherwise in writing or as stated in these Terms, you must permanently delete all Content or other data which you stored pursuant to your use of the APIs. Active may request that you certify in writing your compliance with this section. No liability whatsoever shall be created for Active by the mere fact of termination of the agreement under these Terms. The following sections of these Terms shall survive termination: Sections 1.4, 1.8, 1.10, 1.11, 2, 3, and 5-10.
6.4 Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to Active, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Active may be legally entitled, Active shall have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants or other agents.
7 WARRANTY DISCLAIMER.
THE ACTIVE PROPERTY IS PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. SOME OF THE ACTIVE PROPERTY MAY BE EXPERIMENTAL AND MAY HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE ACTIVE PROPERTY IS FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE ACTIVE PROPERTY IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE ACTIVE PROPERTY INCLUDING FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
8 LIMITATION OF LIABILITY.
YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU, YOUR CLIENTS OR CUSTOMERS, OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE ACTIVE PROPERTY; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE ACTIVE PROPERTY OR ANY ACTIVE SERVICES; OR (e) ANY OTHER MATTER RELATING TO THE ACTIVE PROPERTY OR ANY ACTIVE SERVICES. UNDER NO CIRCUMSTANCES SHALL OUR AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, UNDER ANY THEORY OF LIABILITY, EXCEED U.S. ONE HUNDRED DOLLARS (U.S. $100).
You agree to hold harmless and indemnify Active, and its affiliates, and their respective directors, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of any Active Property, violation of these Terms or any other actions connected with your use of the Active APIs, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.
10. General Terms.
10.1 Governing Law; Attorneys’ Fees. These Terms will be governed by and construed in accordance with the laws of the State of Texas, without regard to any conflicts of law provisions. Any action or proceeding arising from or relating to these Terms must be brought in a federal court or in state court in Texas and each party irrevocably submits to the exclusive jurisdiction and venue of any such court. In the event of litigation between the parties arising out of or related to these Terms, the prevailing party will be entitled to recover its attorneys’ fees and costs incurred.
10.2 Interpretation. The term “include” (and all of its variants) when used in these Terms will be interpreted to be followed by the clause “without limitation” in all cases. You agree that Active has sole discretion in determining the interpretation of the meaning of these Terms, including determining your compliance with these Terms.
10.3 Export Laws. You shall comply with applicable export laws and regulations of the United States with respect to any technical materials you receive pursuant to these Terms.
10.4 Waiver. The failure of Active to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
10.5 Severability of Terms. If any provision of these Terms 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 these Terms remain in full force and effect.
10.6 Applicability and Entirety of Terms. These Terms constitute the entire agreement between you and us with respect to the subject matter herein, and they supersede any and all prior and contemporaneous proposals (oral and written), understandings, representations and other communications between you and us.
10.7 Relationship Between the Parties. Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
10.8 Assignment. You may not assign these Terms, in whole or in part, without Active’s prior written consent. Any assignment in violation of this section is null and void.
10.9 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.