Developer Terms of Use

Transcription

1 Developer Terms of Use Effective Date: March 28, 2012 I. Introduction Data.com ( Jigsaw or Data.com Connect ) welcomes you to its Developer Program! Please carefully read these legal terms (the Developer Terms or the Agreement ) as they contain important information regarding your legal rights, remedies, and obligations in connection with your use of all information, products, APIs, services, and/or (hereinafter, or ) applications (collectively, Services ) made available to you from Data.com Connect. These Developer Terms incorporate by reference the Data.com Connect Terms of Use ( TOU so you should carefully review the TOU before proceeding with registration. II. Definitions Search & Get PassThrough API means the collection of XML-based protocols accessed through Representational State Transfer (REST), for the purpose of searching for and acquiring Company and Contact Data. Data.com Connect APIs the Search & Get PassThrough API, collectively, along with any other APIs made available by Data.com Connect. API Token means a unique account identifier and identifying string issued to you by Data.com Connect upon successful registration. API Specifications means all information and documentation Data.com Connect provides specifying or concerning the Data.com Connect API specifications and protocols and any Data.com Connect-supplied implementations or methods of use of the Data.com Connect APIs. Data means any business, company or contact information, data or metadata that is offered and accessible by Data.com Connect through Data.com Connect s websites to you. Company Data means Data regarding a corporate business entities acquired through any Data.com Connect API. Contact Data means business contact Data regarding individuals, acquired through any Data.com Connect API. "Contribution API" means the Data.com Connect API which you can enable in your applications through which you can submit Company and Contact Data to the Data.com Connect database. III. Legally Binding Document By accessing the Services, you represent and warrant that you have read and understood, and agree to be bound by these Developer Terms and that you acknowledge the adequacy of consideration of the Developer Terms. You also represent and warrant that you have the authority to enter this Agreement on behalf of your employer/company, and that by accessing the Services you are entering into this Agreement on behalf of your employer/company. Please review this document carefully as it is a legally binding document between you and Data.com Connect. If you do not agree to these Developer Terms, you are prohibited from accessing the Services --please exit immediately. Data.com reserves the right to modify, alter and update the content of these Developer Terms at any time. Changed Developer Terms

2 will be indicated by the effective date at the top of this agreement. If you do not agree to such changes, please discontinue use of the Services immediately. YOU MAY NOT USE THE SERVICES IN ANY MANNER THAT EITHER DIRECTLY OR INDIRECTLY VIOLATES ANY LAW, REGULATION, ORDER OR JUDGMENT APPLICABLE TO YOU, OR THE PROPRIETARY, CONTRACTUAL OR OTHER RIGHTS OF ANYONE. IV. Incorporated Documents In addition to the Data.com Connect Terms of Use, by accessing the Services you further accept and agree to abide by the terms and conditions of Data.com Connect s posted Privacy Policy ( and other applicable rules and guidelines as made available to you from Data.com Connect (collectively, Data.com Connect Policies ). To the extent you elect to submit Company and Contact Data via the Contribution API, (a) you shall comply with the TOU available at (b) you hereby grant Data.com Connect a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any such Data (including any portions thereof submitted by you) and distribute such Data through the Services located at connect.data.com or For the avoidance of doubt, Section 5(d) Points of the TOU shall not apply to any submission of Data via the Contribution API. V. API Token In conjunction with your use of the Services, Data.com may issue you an API Token (the Token ). The Token is the property of Data.com and may be immediately revoked or terminated by Data.com at its sole discretion. Each Token may be subject to access and use controls, limitations and restrictions at Data.com Connect s sole discretion. Tokens are for your company s internal use only, and you may not sell, transfer, sublicense or otherwise disclose your Token to anyone. You are fully responsible for all activities that occur under your Token, regardless of whether such activities are undertaken by you or a third party. You should contact Data.com immediately if you believe a third party may be using your Token or if your Token is lost, stolen or otherwise compromised. Data.com Connect shall not be responsible for any unauthorized access to or use of your Token. VI. License Grant A. Limited Commercial Use (Authorized) : 1. You may display Company Data to a Data.com Connect Member who requests such information through Data.com Connect s SearchCompany API. However, you may not store that requested Data for the benefit of any other Data.com Connect Member, yourself, or any third party. 2. You may display Contact Data to a Data.com Connect Member who requests such information through Data.com Connect s Search & Get PassThrough API. However, you may not store that requested Data for the benefit of any other Data.com Connect Member, yourself, or any third party. B. Prohibited Uses (Unauthorized) : 1. In addition to the restrictions and prohibited uses stated herein, you may not use Contact Data obtained for Data.com Connect s customers via the Search and Get PassThrough API for your internal use or consumption. 2. You may not store, append, contact, assemble, import, duplicate, compile, modify, reverse

3 engineer, share, or distribute the Contact Data acquired for Data.com Connect s customers via the Search and Get PassThrough API. 3. You may not display, transfer or otherwise provide the Data, or use the Data.com Connect APIs, in a manner that is contrary to federal, state and local laws, statutes, rules, regulations, ordinances or similar applicable instruments. Moreover, upon the discovery of any unauthorized use the Data.com Connect APIs or Services, you will immediately notify Data.com Connect. If you are at fault in any way for such unauthorized use, you may be held responsible. 4. You and your end users may not use the Services: (i) in violation or beyond the license grants herein; (ii) to prepare or compile information that is distributed in any manner or form to any third-party; to (iii) to enhance, verify, supplement, append, confirm or modify any compilation of information that is thereinafter distributed in any manner or form to a third-party; (iv) in connection with any individual credit, employment or insurance decisions; (v) in any manner that is illegal, obscene, threatening or defamatory; (vi) in any manner that invades the privacy or the intellectual property or proprietary rights of third parties; or (vii) in any manner that violates any applicable laws, rules, ordinances, statutes, regulations and/or codes. 5. You may not enable the creation of a Data.com Connect account for any user that is not an individual, or in a manner that is misleading, deceptive, or fraudulent. Nor may you enable the use of Data.com Connect APIs by any individual, person, or entity that has not agreed to comply with the Data.com Connect TOU. 6. You may not provide Data to any person who has not agreed to comply with the terms of the Data.com Connect End User License Agreement and/or the Data.com Connect TOU. Subject to your acceptance of these Developer Terms, and your compliance with the law and Data.com Connect Policies, Data.com Connect grants you a limited, worldwide, non-exclusive, non-sublicenseable, non-transferable, revocable license to use the Data.com Connect APIs (provided you do not charge any third party for any data obtained through the Data.com Connect APIs, for the use of the Data.com Connect APIs themselves, or for any features enabled through the Data.com Connect APIs) for the sole purpose of enabling your application to access and use Services made available through the Data.com Connect APIs. This license does not grant you rights to any version, enhancement, or availability of the Data.com Connect APIs, or to support of any kind. Data.com Connect may revise or cease to provide the Data.com Connect APIs at any time, with or without notice to you. Subject to your acceptance of these Developer Terms, and your compliance with the law and Data.com Connect Policies, Data.com Connect further grants you a limited, worldwide, non-exclusive, non-sublicenseable, non-transferable, non-sublicenseable, revocable license to use Data accessed through the Data.com Connect APIs exclusively for the specifically identified Limited Commercial Uses set forth below. Except as expressly set forth with respect to the Limited Commercial Uses below, you shall have no other right to possess, use, process, distribute, display, make available, or otherwise provide access to any Data, in whole or in part, in any manner or form, for any commercial purpose, without the prior written authorization of Data.com Connect. VII. Compliance with Law and Policies You are responsible for the acts and omissions of your agents, customers and affiliates. You are responsible for complying with all applicable government laws, rules and regulations, all third party rights and all Data.com Connect Policies. You shall not use any Data.com Connect API in a manner that violates such laws, rules and regulations, third parties' rights or any Data.com Connect Policies or in a manner that is deceptive, unethical, false or misleading. You shall not interfere or attempt to interfere in

4 any manner with the proper working of any Data.com Connect API or in any manner that impacts the stability of Data.com Connect servers or adversely impacts the behavior of other applications using Data.com Connect APIs. You shall not use Data.com Connect APIs with any application that constitutes, promotes or is used in connection with spyware, adware, or other malicious programs or code. VIII. Monitoring and Collecting Information You acknowledge that Data.com Connect may monitor any Developer activity for the purpose of ensuring quality, improving Data.com Connect products and services and compliance with this Agreement. You shall not try to interfere with such monitoring or otherwise obscure from Data.com Connect your API activity. Data.com Connect may use any technical means to overcome such interference. IX. Usage Boundaries and Limitations Data.com Connect may, in its sole discretion, set a quota or other boundaries and limitations on your API usage based on, among other things, usage and application history. You shall not attempt to exceed automated use-quota or similar restrictions. X. Third Party Opt Out You must, at all times, provide to any Data.com Connect account holder or other customers for whose accounts you are accessing through the Data.com Connect APIs the ability to easily and quickly (no longer than 3 business days after the customer provides notice to you) disassociate their Data.com Connect accounts from your services and regain exclusive control of their Data.com Connect accounts. XI. Data.com Connect Member Information You agree that all information regarding Data.com Connect Members which you receive, either from Data.com or Data.com Connect Members themselves, including login and password credentials, is confidential information, which may constitute personally identifiable information. You accordingly agree to treat such information with the utmost care as commanded by the law, and represent and warrant that you will not share, use, transfer, or store such information, except that you may store login credentials for a Data.com Connect Member at that Data.com Connect Member s request. You further agree to immediately notify Data.com Connect in the event any Data.com Connect Member s credentials are compromised by you or through your products or services. XII. Up to Date Information You agree to notify Data.com Connect immediately when any of the information you provided as part of the application and/or registration process changes. It is your responsibility to keep this information current and accurate. Failure by you, for whatever reason, to provide Data.com Connect with accurate and reliable information on an initial and continual basis, shall be considered to be a material breach of this Agreement. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by Data.com Connect to determine the validity of information provided by you, shall also be considered to be a material breach of this Agreement. XIII. Intellectual Property In addition to complying with all applicable laws and Data.com Policies, You agree not to remove, obscure, or alter Data.com s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Data.com Connect APIs. You acknowledge that Data.com owns all right, title and interest in and to the Data.com Connect APIs, including without limitation all intellectual property rights relating thereto (the Data.com Rights ). The Data.com Rights include rights to the Search & Get

5 PassThrough API, and all software associated with the API server developed and provided by Data.com. The Data.com Rights do not include third-party components used in connection with the Data.com Connect APIs or software developed by you in conjunction with using the Data.com Connect APIs. XIV. Termination/Modification Your license rights hereunder will automatically terminate without notice if you fail to comply with any provision of this Agreement. Data.com reserves the right to immediately terminate this Agreement for breach or discontinue the Data.com Connect APIs or any portion or feature thereof for any or no reason and at any time without liability to you. Within sixty (60) days of any notice of termination, or immediately upon notice of breach, or upon notice of any discontinuance, you must immediately stop and thereafter desist from using the Data.com Connect APIs and delete all API Specifications in your possession or control. Those provisions or obligations of this Agreement which by their nature would apply after the termination or expiration of this Agreement shall survive termination or expiration. Data.com may modify this Agreement, at any time with or without warning or cause, and in its sole discretion, by posting a change notice to your account or prominently on Data.com, changing the agreement linked from Data.com, ing the address of your Data.com Connect account or Data.com Connect API Application or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND STOP USING THE Data.com Connect APIS AND API SPECIFICATIONS. YOUR USE OF THE Data.com Connect APIS, CONTINUED POSSESSION OF A COPY OF THE API SPECIFICATIONS FOLLOWING A NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. XV. Irreparable Harm You acknowledge and agree that your breach of this Agreement would cause Data.com irreparable harm such that money damages are inadequate, and in the event of your breach, Data.com is entitled to equitable relief without the need to post a bond or other security.