For Internal Testing Only
This InsideView API Developer – Terms of Use – For Internal Testing Only (this “Agreement”) governs use of the InsideView API(s) by you or the company or business you represent (“You” or “Your”) solely to test Your applications for the purpose of assessing interoperability with the API(s) provided to you hereunder. BY ACCESSING AND USING THE INSIDEVIEW SERVICES (DEFINED BELOW) AND/OR CLICKING THE ACCEPTANCE BOX, YOU EXPRESSLY ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE API(s). IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY AND “YOU” SHALL REFER HEREIN TO SUCH ENTITY; IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE INSIDEVIEW SERVICES. INSIDEVIEW MAY MODIFY, UPDATE, CHANGE, DISCONTINUE, ADD OR REMOVE ANY OR ALL PARTS OF THE API(s) AND/OR THIS AGREEMENT AT ANY TIME WITH OR WITHOUT NOTICE. CHANGES TO THIS AGREEMENT AND/OR THE API(s) WILL BE EFFECTIVE ON THE DATE POSTED ON THE INSIDEVIEW WEBSITE.
1. Definitions.
“API(s)” means the InsideView provisioned application programming interface(s), together with any updates, revisions, modifications and any subsequent versions or releases and any related documentation that may be provided in InsideView’s discretion.
“Application” means Your service or application accessing, interoperating or integrating with the API(s).
“Content” means all information, materials and data provided by or retrieved through the API(s) including, but not limited to information, text, graphics, news articles, photographs, images, illustrations, audio clips and video clips, all of the foregoing of which include but are not limited to all data You retrieve via the API(s).
“InsideView Services” means the API(s) and/or the Content.
“Key” means the alphanumeric or other unique code or mechanism provided to You to enable access to the API(s).
2. License Grants and Restrictions
2.1 Subject to Your compliance with the terms and conditions of this Agreement, InsideView grants You a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, fully revocable license during the Term (a) to use the API(s) for the sole purpose of testing the API(s) to determine interoperability with Your Application, and (b) to receive, retrieve and display (for internal purposes only) Content from the API(s) solely for the purpose set forth in subpart (a). The license granted herein may be revoked by InsideView for any reason or for no reason at any time, without penalty. Except to the limited extent expressly provided in this Section 3 of this Agreement, InsideView does not grant, and You shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property or intellectual property rights of InsideView or its licensors. All rights not expressly granted herein are deemed withheld.
2.2 You may not use the API(s) for commercial purposes and may not expose, transmit nor display Content to third parties. Without limiting the foregoing, You shall not allow your customers, agents or business partners, or any other third parties, to access to the InsideView Services, and you will exercise the highest standard of care in preventing access or use by third parties.
2.3 You agree: (a) to use the InsideView Services strictly in compliance with this Agreement and (b) to not (i) use the Key or API(s) to store or transmit, or use the InsideView Services with, infringing, libelous, or otherwise unlawful or tortious material, or in violation of third-party privacy or confidentiality rights, (ii) use the Key or API(s) to store or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature, (iii) interfere with or disrupt the integrity or performance of the Key or API(s), (iv) use the API(s) in conjunction with, or combine Content from the API(s) with Content obtained through scraping or any other means outside the official API(s), including acquiring Content from a third party, (v) frame or mirror the InsideView Services, (vi) use the InsideView Services for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate this Agreement, or breach any laws or regulations, or violate the rights of third parties, (vii) attempt to gain unauthorized access to, or disrupt the integrity or performance of the InsideView Services, (viii) use the API(s) for the purpose of developing or building a competitive Application that copies our features or user interface, or (ix) use the InsideView Services, or permit them to be used, for purposes of evaluating InsideView’s products (except as expressly permitted in this Section 3 above), including performance, accuracy, benchmarking or other comparative analysis and intended for publication without InsideView’s prior written consent.
2.4 Your use of the API may be subject to, and InsideView reserves the right to protect its service through, restrictions on the rate of accepting concurrent API transactions (each and all forms of “Throttling”). InsideView may perform this Throttling globally across the entire API service, per API licensee or Application, or any other basis. You agree to comply with and not to circumvent, or attempt to circumvent, any specified restrictions. You understand and agree that programmatic methods intended to circumvent such Throttling (including storing and/or maintaining a cache of the data except for the purpose of maintaining a high level of performance) are considered a violation of this Agreement.
3. Access to the API(s). Access to the API(s) requires a Key that InsideView will provide You upon Your registration of an account with InsideView and is subject to Your compliance with this Agreement. Your Key is uniquely associated with Your account and Your Application. You must (i) protect the confidentiality of such Key and agree to use commercially reasonable efforts, in no event less than industry standard, to prevent unauthorized access to or use of Your Key, (ii) notify InsideView promptly of any unauthorized access or use, and (iii) only use the Key and access the API(s) in accordance with this Agreement and applicable laws and regulations. You may not (i) sell, transfer, sublicense or otherwise disclose Your Key to any third party, or (ii) modify or attempt to circumvent the Key.
4. Your Application. You agree, following any request by InsideView, to provide InsideView with access to Your Application and/or other materials related to Your use of the API(s) and any login or other credentials required to use Your Application to verify Your compliance with this Agreement. Without limiting the foregoing, InsideView reserves the right to review and approve each of Your Applications. InsideView will not share such access or data gained from such access with any third party without Your prior consent.
5. Restrictions. You agree not to: (i) use the Services except as expressly authorized in these Terms of Use; (ii) copy, modify, or create derivative works based on the Services; (iii) use any device, software, or routine that (a) interferes with any application, function, or use of the Services, or (b) is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (iv) access for purposes of monitoring the availability, performance, or security of the Services without InsideView consent; (v) frame or mirror the Site or Services in an unauthorized manner; (vi) decompile, disassemble or reverse-engineer the underlying software that is part of the Services or otherwise attempt to derive its source code; (vii) test the Services (applications, APIs or otherwise) including without limitation You shall not implement or conduct automated or manual scanning, testing, system profiling, or conduct (or engage or permit any third parties to conduct) any other activities intended to discover vulnerabilities, along with load and performance; (viii) use the Services either directly or indirectly to support any illegal activity; (ix) access the Services in order to build a competitive service or product; (x) resell, sublicense, time-share, or otherwise share the Services with any third party; (xi) distribute the Content to third parties; (xii) use the Services or Content for the purpose of compiling, supplementing or amending any mailing list, business directory, or like compilation of information that is distributed to a third party; (xiii) use the Services or Content to market products or services of any kind to individual consumers; (xiv) use the Services or Content in evaluating any consumer with respect to credit worthiness, a financial, insurance or employment decision, or with respect to eligibility for any government-granted license or benefit (v) authorize any third parties to do any of the above.
6. Trademarks. The InsideView Services may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (individually and collectively, “Marks”) of InsideView and its licensors, and You may not delete or in any manner alter these Marks.
7. Security Requirements. You agree to comply with the following Security Requirements: Your networks, operating system and software of Your web server(s), routers, databases, and computer systems (“Systems”) must be properly configured to Internet industry standards, as required to securely operate Your Application. If You do not completely control any aspect of Your 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. You must promptly report any security deficiencies in or intrusions to Your Systems that You discover that may relate to InsideView or its Content to InsideView in writing via email to security@InsideView.com. You will work with InsideView to help correct any such 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 specifically relating to InsideView (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from InsideView in each instance.
8. Indemnity. You will hold harmless InsideView and its licensors against any third party claim that: (i) Your use of the InsideView Services in violation of this Agreement infringes any third party’s U.S. copyright or trademark rights or has otherwise harmed a third party or violates applicable U.S. law; or (ii) arises out of or relates to Your breach this Agreement, and You will indemnify InsideView and its licensors against any associated damages, liability or costs, and attorney’s fees awarded by a court of final appeal or settlements. Your indemnity obligation shall not apply with respect to a claims to the extent caused by InsideView’s violation of U.S. laws.
9. Warranty Disclaimer. THE INSIDEVIEW SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, INSIDEVIEW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. INSIDEVIEW DOES NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE API IS FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE INSIDEVIEW SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE INSIDEVIEW SERVICES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INSIDEVIEW OR THROUGH OR FROM THE CONTENT, WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. Limitation Of Liability. IN NO EVENT SHALL INSIDEVIEW OR ITS LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED ONE THOUSAND DOLLARS ($1000 USD). IN NO EVENT SHALL INSIDEVIEW OR ITS LICENSORS HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Ownership and Feedback. As between You and InsideView, InsideView and/or its licensors own all worldwide rights, title, and interest in and to the InsideView Services in any form, format, forum, medium, means, or method now known or hereafter developed, including all related intellectual property rights throughout the world. You may not delete or obscure or in any manner alter the copyright, trademark, and/or other proprietary rights notices appearing on or within the Content. Subject to InsideView’s and its licensors’ rights in the InsideView Services, as applicable, and any other ownership rights asserted by InsideView in any other written agreement between You and InsideView (or its agents). You may elect to provide InsideView with suggestions, comments, ideas for improvements to the InsideView Services and/or recommendations for additional products or services (any and all of the foregoing, individually and collectively, “Feedback”). InsideView shall own all such Feedback. You agree not to provide Feedback that You know is subject to any intellectual property ownership or claim by a third party or any license terms that would require products or services derived from such Feedback to be licensed to or from, or shared with, any third party.
12. General. This Agreement is intended for the sole and exclusive benefit of the Parties and is not intended to benefit any third party. If any provision is deemed unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. You may not assign this Agreement without InsideView’s prior written consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Venue for any dispute shall be in the state and federal courts located in San Francisco County, California, which the parties agree shall have exclusive jurisdiction to adjudicate any and all disputes arising out of or related to this Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. This Agreement may be amended or modified only by a written document signed by each Party. The failure of either Party at any time to require performance of the other party of any provision of this Agreement shall in no way affect that Party’s right to enforce such provisions, nor shall the waiver by either Party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
Last Updated: June 24, 2016