InsideView API Agreement

This InsideView API Agreement (“Agreement”) governs Use of the InsideView API by you or the company or business you represent (“You” or “Your”) to develop and maintain services and/or applications that interoperate with or complement the InsideView API or InsideView Services. BY ACCESSING AND USING THE INSIDEVIEW API AND/OR CLICKING AN 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 USE THE API. 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 USE THE API AND/OR CONTENT.

1. Definitions

“Application” means Your service or application accessing, interoperating or integrating with the InsideView API to access Content (i) solely for Your own internal business testing and development purposes, and (ii) not for external or production use or the benefit or use by any other third parties.

“Content” means all information, materials and data provided by or retrieved through the InsideView API including, but not limited to information, text, graphics, news articles, photographs, images, illustrations, audio clips and video clips, including but not limited to all data You retrieve from InsideView.

“InsideView API” or “API” means the InsideView application programming interface, together with any updates, revisions, modifications and any subsequent versions or releases.

“InsideView Service” means the online web-based application provided by InsideView including access to the InsideView Content, products, services and online or offline applications provided by InsideView via the Site or other internet-enabled mechanism.

“Key” means the alphanumeric or other unique code or mechanism provided to You to enable access to the InsideView API.

“License Term” means the period commencing on your acceptance of this Agreement and continuing for a period of two weeks, unless a different period is specified and accepted by InsideView in your Registration Request, and provided such period shall not exceed four weeks.

“Registration Request” means the submission form (online or as otherwise provided by InsideView) You submit or otherwise provide InsideView requesting access to the InsideView API as set forth herein in which you provide Your first and last name, title, company or business entity, contact information, and requested Term of license.

2. Ownership

As between You and InsideView, InsideView and/or its licensors own all worldwide rights, title, and interest in and to the InsideView API (including all output and executables) and all Content 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 in any manner alter the copyright, trademark, and other proprietary rights notices appearing on the Content. Subject to InsideView’s and its licensors’ rights in the API and Content, You own all rights, title, and interest in and to Your Application, and, to the extent function or operation of Your Application substantially transforms Content by combining or aggregating it with third party materials, such newly created materials (“Output”).

3. API and License Grant

Subject to Your compliance with the terms and conditions of this Agreement, InsideView grants You a limited, non-exclusive, non-sublicensable, non-transferable, license during the Term (a) (i) to integrate into and use the API in Your Application, (ii) to receive, retrieve or transmit Content from the API, and (iii) to display and distribute the Content received from the API solely within Your Application, (b) solely for internal test and development purposes and not for production or external use or the benefit of third parties as set forth herein (each individually and/or in combination “Use” of the API). You have no right to allow any third parties access to the API. Except to the limited extent expressly provided in this Section 3, neither Party grants, and the other Party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the other Party. All rights not expressly granted herein are deemed withheld. All use by a Party of the other Party’s copyrights, trademarks, trade names and service marks, and any goodwill associated therewith, shall inure to the benefit of the grantor.

4. Access to the InsideView API

Access to the InsideView API requires a Key that InsideView will provide You upon Your registration of an account with InsideView and acceptance of these terms. Your Key is uniquely associated with Your account and 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 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)modifyorattempttocircumventtheKey.

5. Review and Approval

You agree to provide InsideView with access to Your Application and/or other materials related to Your Use of the API as reasonably requested by InsideView, and any login or other credentials required to use Your Application, to verify Your compliance with this Agreement.

6. InsideView Responsibilities

InsideView will provide You access to the API and/or Content as set forth in herein and in Your Registration Request. InsideView may make modifications including periodic upgrades, enhancements and/or new functionality to the API at any time without notice to You, including any Minor Releases which shall be backwards compatible and available for Your Use with the API during the Term. InsideView may also release a new version of the API and discontinue the current Major Version.

7. Your Responsibilities

7.1 You agree: (a) (i) to Use the API and Content retrieved through the API in compliance with the terms of this Agreement and applicable laws, regulations and rights of third parties and (ii) and to indemnify InsideView for any third party claims arising from Your Use in breach of these terms and/or applicable laws or regulations; and (b) to not (i) Use the Key or API to store or transmit, or include Content with, infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit Content or Output in violation of third-party privacy or confidentiality rights, (ii) use the Key or API 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 InsideView API, (iv) Use the API in conjunction with, or combine Content from the API with InsideView Content obtained through scraping or any other means outside the official InsideView API, including acquiring InsideView Content from a third party (except pursuant to an agreement with InsideView), (v) frame or mirror the API or InsideView Services, (vi) Use the API or Content for any illegal, unauthorized or otherwise improper purposes, (vii) attempt to gain unauthorized access to, or disrupt the integrity or performance of the InsideView API or Content, (viii) Use the InsideView API for the purpose of developing or building a competitive Application that copies our features or user interface or (ix) Use the InsideView API or Content, or permit it to be used, for purposes of evaluating InsideView’s products, including performance, accuracy, benchmarking or other comparative analysis and intended for publication without InsideView’s prior written consent.

7.2 You further agree not to (i) sell, lease, share, transfer, sublicense to or fail to protect the confidentiality of any Content obtained by You through the API, directly or indirectly, from, any third party, including to any data broker, ad network, ad exchange, or other advertising monetization -related party, (ii) use the 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, other than as which may result or be the output of analytical or other processing by Your Application, (iii) use the Content to market products or services of any kind to individual consumers, (iv) use the 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, or (vi) resell, sublicense, time-share, or otherwise share the API or Content with any third party.

8. Publicity

Neither Party shall provide any description of this Agreement or our relationship to any traditional or online media without first obtaining the prior written consent of the other Party (email acceptable).

9. Feedback

Either Party may from time to time elect, in its sole discretion, to provide suggestions, comments, improvements, ideas or other feedback to the other Party related to such other Party’s products and services (”Feedback”). Any suggestions, ideas, enhancement requests, and/or recommendations that You may provide relating to such InsideView API and/or Content is considered Feedback to InsideView. Such Feedback is provided on an “as is” basis with no warranties of any kind and the receiving Party will have a non-exclusive, perpetual, royalty free, worldwide and irrevocable right and license to use such Feedback. Each Party agrees not to provide Feedback that it knows is subject to any intellectual property 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.

10. Confidentiality

As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Content, InsideView API, the Application, and all data gained through the Application or through any security review, all data provided by You when making calls to the API, each party’s business and marketing plans, technology and technical information, product designs, and business processes. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. The obligation of nondisclosure set forth herein shall not apply to any Confidential Information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party including; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The obligation of non-‐disclosure shall not apply when the Receiving Party is required to disclose by applicable law, rule or regulation of any court or government agency of competent jurisdiction, or pursuant to legal process; provided that the Receiving Party gives Disclosing Party prompt written notice of the requirement to disclose, reasonable assistance in the opposing or limiting of such disclosure and limits such disclosure to that portion of the information strictly required by such court, government agency or legal process.

11. Rate and Throttle Limitations

Your Use of the API is limited to the access and usage rates applicable to Your API plan. In addition, API calls are limited to a maximum of 1,000 calls per any 5 minute timeframe. 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, per End User, 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.

12. Security Requirements

You agree to configure, maintain and operate systems that connect to InsideView using accepted industry practices for security, including, but not limited to:

Protection of InsideView API keys and other authentication credentials;
Restrict and control access to those systems to, and by, Your authorized personnel;
Promptly notifying InsideView of any security breach and/or significant security vulnerabilities (CVSS base score of 7.0 – 10.0) at security@insideview.com;

InsideView reserves the right to terminate Your access to and Use of the API if it for any suspicious or malicious activity, misconfiguration, malfunction, or other condition that may represent a threat to InsideView.

13. Indemnity

13.1 InsideView will defend You against a third party claim that the API, as provided by InsideView and used by You solely within the permissible scope of this Agreement, infringes any third party’s U.S. patent or U.S. copyright (“Covered Claim”) and indemnify You against any damages, costs or attorneys fees finally awarded by a court of final appeal or settlements to which InsideView consents to the extent that that they arise out of a Covered Claim. InsideView’s indemnity obligation shall not apply with respect to claims in any way arising out of (i) any modification or alteration of the API (other than by InsideView, or as authorized in writing by InsideView), (ii) Your or End Users’ violation of applicable law, rule or regulation, and/or (iii) materials, content, and/or other data or information not provided to You hereunder by InsideView.

13.2 You will defend InsideView and its licensors against any third party claim: (i) that Your or Customers’ (including their End Users’) use or distribution of Content and/or Output 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) arising from Your breach this Agreement including without limitation a breach of section 3 (“API and License Grant”) and/or section 7 (“Your Responsibilities”), and You will indemnify InsideView against any associated damages, liability or costs, and attorney’s fees awarded by a court of final appeal or settlements.

13.3 A Party’s obligation to indemnify the other party is contingent upon: (i) the indemnified Party promptly notifying the indemnifying Party in writing of the claim;(ii) the indemnifying Party having sole control of the defense and of any negotiations for its settlement; and (iii) the indemnified Party providing the indemnifying Party with reasonable assistance, information, and authority necessary to perform the above at the cost and expense of the indemnifying Party.

14. Limited Warranty and Disclaimer.

InsideView represents and warrants that it possesses all the rights necessary to enter into this Agreement THE API AND CONTENT 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 API IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE API 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 INSIDEVIEW CONTENT, WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

15. 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 FIVE HUNDRED DOLLARS. 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.

16. Term and Termination

The Term of this Agreement shall commence upon your acceptance of this Agreement and continue through the License Term. InsideView may immediately terminate this Agreement and/or suspend Your Use of the API at any time if it believes You have violated this Agreement or reasonably determine that Your actions are materially interfering with, causing substantive harm to, or disrupting the InsideView API or are causing material legal liability to InsideView, its licensors or other API licensees. Upon termination of this Agreement, all rights and licenses granted will terminate immediately and neither Party will be liable for any costs, expenses, or damages as a result of termination of this Agreement. The Parties’ obligations under Sections 2, 7.1(a), 7.2 (as to any stored Content) 9, 10, 13, 14, 15 and 17shall survive termination or expiration of this Agreement for any reason.

17. 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.

17.1 Assignment
You may not assign this Agreement without InsideView’s prior written consent, not to be unreasonably withheld. Any purported assignment in violation of this provision shall be a material breach of this Agreement.

17.2 Agency, Compliance with Law
No agency, partnership, joint venture, or employment is created as a result of this Agreement. Each Party must abide by all applicable laws and regulations in connection with access and Use of the API, InsideView Services, Content and this Agreement. All notices required hereunder will be in writing and are deemed given when received/delivered.

17.3 Choice of Law
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 the state and federal courts located in San Francisco County, California, which shall have exclusive jurisdiction to adjudicate disputes arising out of this Agreement.

17.4 Trademarks
All trademarks are the property of their owners; no endorsements are indicated.

17.5 Complete Understanding
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. No terms of any Registration Request (other than as specified herein), acknowledgment or similar such form document provided by either Party shall modify or amend the legal terms of this Agreement unless signed by both parties and specifically referencing such term and this Agreement.

17.6 Waiver
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: March 1, 2017