Weebly API Terms of Use

Transcription

1 Weebly API Terms of Use Thank you for using Weebly s application programming interfaces (the "Weebly APIs"). By accessing and using the Weebly APIs, including using the Weebly APIs through a third-party product that accesses Weebly, you agree to Weebly s API Terms of Use below (the API Terms ). You must have a valid agreement already in place with Weebly, including but not limited to a Weebly Cloud Agreement or Weebly Marketplace Agreement ( Partner Agreement ), which grants you access to the Weebly APIs. If you disagree with any of these API Terms, Weebly does not grant you a license to use the Weebly APIs. We reserve the right to update and change these API Terms from time to time without notice. If you are agreeing to these API Terms for use of the Weebly Services by an organization, you are agreeing to these API Terms on behalf of the organization. You must have the authority to bind that organization to these API Terms, otherwise you must not sign up for the Weebly Services. In these API Terms, you and your will refer to you, or your organization that is agreeing to these terms, while we refers to Weebly. 1. Licensed Uses and Restrictions. The Weebly APIs are owned by Weebly and are licensed to you on a worldwide (except as limited below), non-exclusive, and revocable basis on the terms and conditions set forth herein. You shall not transfer or sub-license any rights granted by these API Terms, except as necessary for merchants and customers to use your Weebly API Apps, if applicable. These API Terms define the legal use of the Weebly APIs, including all updates, revisions, substitutions, and any copies of the Weebly APIs made by us or by you. All information, data, text, software, music, photographs, graphics, video, messages, goods, products, services or other materials posted by Weebly users on their web sites ( User Content ) via Weebly s website creation service (the "Weebly Services") are owned by the users and not by Weebly. All rights not expressly granted to you are reserved by Weebly. A Weebly API App is any software application, website or other interface that you develop, own or operate to interact with the Weebly APIs. Any use of Weebly APIs must comply with the Weebly policies and requirements set forth on the Weebly API websites or other documentation provided by Weebly, which may be modified from time to time. You may need to apply to gain access to certain features of the Weebly APIs, or move your Weebly API Apps into production, and Weebly may deny those requests, or revoke access, if we believe you are in violation of these API Terms or if we think your use of the Weebly APIs adversely affects our users. You may not use anything that Weebly provides for any purpose not related to the Weebly Services.

2 You shall: Comply with your current Partner Agreement, the Weebly Terms of Service at ( and Weebly s Privacy Policy at: ( Comply with any requirements or restrictions imposed on usage of User Content by their respective owners. Remember, Weebly doesn't own User Content - Weebly users do. Although the Weebly APIs can be used to provide you with access to User Content, neither Weebly's provision of the Weebly APIs to you nor your use of the Weebly APIs, override User Content owners' requirements and restrictions, including any terms and conditions that may be agreed upon between you and the owners. In ALL cases, you are solely responsible for securing clear, express consent from the user to retrieve their information and access User Content. Ensure that all materials, including software and documents that you provide to Weebly, are checked with Internet industry standard up-to-date antivirus and anti-worm software, and determine them to be virus-free and worm-free. Any data provided to Weebly must not contain harmful scripts or code. Ensure that your networks, operating system and software of its web server(s), routers, databases, and computer systems ( Systems ) are properly configured to Internet industry standards, as required to securely operate your products and services. If you do not completely control any aspect of the System, you will use all control or influence that you have over such Systems and/or selection of Systems, and you will not architect or select Systems in a manner to avoid the foregoing obligation. An example of an unacceptable server is one that operates as open proxy. An example of architecting in an unacceptable manner would be if you select a server operated by a vendor with substandard security practices, so that you could contend that you do not control such server, in order to avoid having to select an acceptable server. Promptly report any security deficiencies in or intrusions to your Systems that you discover to Weebly in writing via to security@weebly.com. You will work with Weebly to immediately correct any security deficiency and will disconnect immediately any intrusions or intruder. In the event of any such security deficiency or intrusion, you will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from Weebly in each instance. You shall not:

3 Use the Weebly APIs for any application that replicates or attempts to replace the essential user experience of Weebly.com or any Weebly applications. Reverse engineer Weebly websites, or any individual element of Weebly websites, or the layout and design of any page or form contained on a page, without Weebly s written consent. Mislead, confuse or surprise users. For example, your Weebly API App should be transparent with users about what it does you must obtain a user s explicit consent to (i) modify that user s account settings, data, or device, (ii) disclose, distribute or sell any User Content, or (iii) attempt to get any rights to any User Content. Use, make copies of, or store User Content or other data of user s customers except as explicitly permitted by user. You must delete all copies of User Content and data when they are no longer required for the purpose for which they were created. You are prohibited from using User Content or any other data of user s customers for competitive benchmarking or other similar or related purposes. Attempt to cloak or conceal your identity or your application's identity when requesting authorization to use Weebly APIs. Use the Weebly APIs for any products or services that constitute, promote or are used in connection with spyware, adware, or any other malicious programs or code. Violate any law or regulation, or any rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality. Use Weebly as a generic image hosting service for banner advertisements, graphics, etc. Use the Weebly APIs in a manner that adversely impacts the stability of Weebly.com servers or adversely impacts the behavior of other applications using the Weebly APIs. Further, we reserve the right to rate limit or block applications that make a large number of calls to the API that are not primarily in response to direct user actions. Sell, lease, or sublicense the Weebly APIs or access thereto or derive revenues from the use or provision of the Weebly APIs, whether for direct commercial or monetary gain or otherwise, except as set forth in Section Brand Assets Use of Weebly's brand assets, including but not limited to, the Weebly name and logo, is governed by Weebly s Brand Guidelines, which are incorporated herein by reference. Weebly grants you a non-exclusive, non-sublicenseable, revocable license to use the Weebly Marks solely to promote your products and services in accordance

4 with these API Terms, applicable law and Weebly s Brand Guidelines. If you use Weebly Marks under this license, you agree and acknowledge that Weebly is the sole owner of those Marks and that goodwill derived from their use benefits only Weebly. You also agree not to contest or aid in contesting Weebly s rights in, or the validity of, those Marks, including but not limited to, by applying to register any Mark that is confusingly similar to those Weebly Marks. Marks means all trademarks, service marks, logos or trade names used to identify a party and its products and services. While using the Weebly APIs, you grant to Weebly a non-exclusive, non-transferable license to use your Marks and descriptive materials you publish about your use of the Weebly APIs, solely in connection with the promotion of Weebly Services, and to acknowledge or promote your use of the Weebly APIs. Any use must be in accordance with applicable law and consistent with your trademark usage guidelines (except to the extent they require further permission for the uses described above). Weebly agrees and acknowledges that except for the limited license above, these API Terms do not grant Weebly any rights to your Marks and that goodwill derived from their use benefits only you. (Keep in mind that these API Terms do not grant us ownership of your intellectual property or Marks.) 3. Ownership and Relationship of Parties The Weebly 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. Weebly's rights apply to the Weebly APIs and all output and executables of the Weebly APIs, excluding any software components developed by you which do not themselves incorporate the Weebly APIs or any output or executables of the Weebly 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. Weebly owns all rights, title, and interest in and to the Weebly APIs. These API Terms grant you no right, title, or interest in any intellectual property owned or licensed by Weebly, including (but not limited to) the Weebly APIs and Weebly Marks. These API Terms do not grant you any rights in any of our services or software or the content accessed through them. While we appreciate it when you send us feedback, please be aware that we may use, modify, incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. 4. Similar Materials Weebly is not precluded from discussing, reviewing, developing for ourselves,

5 acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with your products or services, regardless of their similarity to your current products or services, or any products or services that you may develop in the future. 5. Support Weebly may elect to provide you with support or modifications for the Weebly APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Weebly may change, suspend, or discontinue any aspect of the Weebly APIs at any time, including the availability of any Weebly APIs. Weebly may also impose limits on certain features and services or restrict your access to parts or all of the Weebly APIs or the Weebly website without notice or liability. We may limit the number of calls accepted by services on the Weebly APIs if we believe that the number of calls may negatively impact the Weebly APIs or any other aspect of the Weebly Service. 6. Term and Termination The term of these API Terms will begin on the date on which you begin to use the Weebly API. It will continue under terminated in accordance with these API Terms. These API Terms, and the license that is granted hereunder, will terminate automatically without notice if you fail to comply with any of its terms. WEEBLY RESERVES THE RIGHT TO TERMINATE THESE API TERMS OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE WEEBLY API, OR ANY PORTION OR FEATURE THEREOF (INCLUDING ANY SUB-LICENSES), FOR ANY OR NO REASON, AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU. Within ten days after the termination of these API Terms, you must stop all use, operation, promotion and distribution of any and all Weebly APIs and destroy all your copies of the foregoing, and personal information contained therein, and provide us with written proof of destruction upon our request. UPON ANY TERMINATION OR SUSPENSION OF ACCESS, YOU MAY LOSE ACCESS TO ANY CONTENT, MATERIALS OR INFORMATION THAT YOU PROVIDED TO WEEBLY OR THROUGH THE WEEBLY APIS. You agree that we shall not be liable to you or any third party for any termination of your access to the Weebly APIs or any loss or deletion of your uploaded content. The following Sections will survive any termination of this Agreement: 7. Disclaimer of Any Warranty, 9. Limitation of Liability, 10. Release and Waiver, 11. Hold Harmless and Indemnity, and 12. General Terms.

6 7. Disclaimer of Any Warranty Some of the Weebly APIs may be experimental and not tested in any manner. Weebly does not represent or warrant that any Weebly APIs are free of inaccuracies, errors, bugs, or interruptions, or are reliable, secure, accurate, complete, or otherwise valid. THE WEEBLY SERVICES, WEEBLY APIS AND ALL WEEBLY SOFTWARE ARE PROVIDED AS IS, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. Weebly 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 noninfringement. We may review or monitor the Weebly APIs (including how our services are being accessed and used), but you acknowledge that we have no obligation to do so. We are not responsible for files, user posts on our forums, or any other third party information accessible through the Weebly APIs. The Weebly APIs are constantly evolving, and it will continue to change over time as we refine, add and maybe even remove features with the needs of our users and APIs in mind. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE YOUR ACCESS TO AND USE OF THE WEEBLY APIS. Your use of the Weebly APIs is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any Weebly APIs including, but not limited to, any damage to your Systems or loss of data. 8. Developer s Representations and Warranties You represent and warrant that: (a) all information you have provided to Weebly is true, accurate, and complete; (b) you have not previously had any type of Weebly account which has been terminated by Weebly (or have made us aware of that in connection with your current application); (c) you have the full right, power and authority to make, distribute, operate, support, and promote your products and services, use the Weebly APIs, and to enter into these API Terms; and (d) your use of the Weebly APIs will not violate the intellectual property rights or other rights of others, or violate any laws. 9. Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WEEBLY, ITS AFFILIATES, OR AGENTS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA,

7 BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF WEEBLY KNEW OR SHOULD HAVE KNOW OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF WEEBLY, ITS AFFILIATES, AND AGENTS FOR ALL CLAIMS RELATING TO OUR SERVICES WILL NOT BE MORE THAN THE GREATER OF $100 OR ANY AMOUNTS PAID BY YOU TO WEEBLY FOR THE WEEBLY SERVICES IN QUESTION DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. Some states do not allow the types of limitations in this paragraph, in which case they 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 Weebly, and its subsidiaries, affiliates, officers, agents, licensors, cobranders 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 the Weebly APIs. If you are a California resident, you waive your rights under California Civil Code 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. Hold Harmless and Indemnity To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Weebly and its subsidiaries, affiliates, officers, agents, licensors, cobranders or other partners, and employees from all costs and expenses (including reasonable attorneys fees) arising from any third-party claim relating to (1) your breach of these API Terms or any act or omission by you in connection with your use of the Weebly APIs, (ii) your products and services, or (iii) your collection or use of user data. Weebly shall use good faith efforts to provide you with written notice of such claim, suit or action. Weebly will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our choosing. You may not settle any claims that limit our rights without our prior consent (which will not be

8 unreasonably withheld). 12. General Terms Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the API Terms, you and Weebly shall 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 Weebly, express or implied, and you shall not attempt to bind Weebly to any contract. These API Terms also create no third party beneficiary rights. Assignment. You may not assign any of your rights in these API Terms, and any such attempt is void, but Weebly may assign this contract, in whole or in part, at any time with or without notice to you. Invalidity of Specific Terms. If any provision of the API 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 that the other provisions remain in full force and effect. Modification. We may revise these API Terms from time to time and the most current version will always be posted on our website. Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Weebly APIs after revisions become effective, you agree to be bound by the revised API Terms. If you do not agree to the new terms, please stop using the Weebly APIs and if applicable, cease all use, operation, support, promotion, and distribution of all of your Weebly API Apps. Location of Lawsuit and Choice of Law. The API Terms and the relationship between you and Weebly shall be governed by the laws of the State of California except for its conflict of law principles. All claims arising out of or relating to these terms or the services or software must be litigated exclusively in the federal or state courts of San Francisco county, California, except you agree that Weebly may apply for injunctive relief in any jurisdiction. You and Weebly consent to venue and personal jurisdiction there. No Waiver of Rights by Weebly. Weebly's failure to exercise or enforce any right or provision of the API Terms shall not constitute a waiver of such right or provision. If a provision is found unenforceable, the remaining provisions of the API Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. Miscellaneous. The section headings and subheadings contained in these API Terms are included for convenience only, and shall not limit or otherwise

9 affect the terms of these API Terms. Any construction or interpretation to be made of these API Terms shall not be construed against the drafter. Your current Partner Agreement, the API Terms (along with any licenses to the Weebly APIs), Weebly s Terms of Service and Privacy Policy, constitute the entire and exclusive agreement between you and Weebly with respect to the Weebly APIs, and supersede and replace any prior or contemporaneous agreements, terms, and conditions applicable to the Weebly APIs.