REST API - Terms
LAST UPDATED: September 12, 2012
SOCIALCAM API TERMS
Please read these Socialcam API Terms (the “API Terms”) carefully. Subject to the terms and conditions of these API Terms, Autodesk, Inc., a Delaware corporation (“we,” “us,” “our”), may provide you and any entity on whose behalf you accept these API Terms (you and any such entity, “you” and “your”) with access to and use of Socialcam Materials related to the Socialcam API (each as defined below). By clicking the “I AGREE” button located below, and/or by downloading, accessing and/or using the Socialcam Materials, you agree to be bound by and comply with these API Terms. If you do not so agree, do not click the “I AGREE” button, and do not download, access or use any of the Socialcam Materials.
We may modify these API Terms at any time, in our sole discretion, and we will notify you of such changes by any means determined by us, including by posting such modified API Terms on the Socialcam.com website currently located at www.socialcam.com (the “Socialcam.com Website”). If such modification is unacceptable to you, your sole recourse is to terminate these API Terms and cease downloading, accessing and using the Socialcam Materials. Downloading, accessing or using any Socialcam Materials following any change to these API Terms will constitute your binding acceptance to such modified API Terms. You can determine when these API Terms were last revised by referring to the “LAST UPDATED” legend at the top of these API Terms. Notwithstanding the foregoing, any modification to these API Terms will not apply to any dispute between us and you arising prior to the date on which we post the revised API Terms that contain such modification.
You agree to comply with all guidelines, rules, policies, terms and conditions that may be posted by us on the Socialcam.com Website or otherwise communicated by us to you from time to time, and with all applicable third-party terms.
- Definitions. For purposes of these API Terms, the following terms have the following meanings:
- “API Key” means (i) the unique string identifying each Application and/or you as a user of an API, assigned by us to you in our discretion, to enable you to access and/or use the Socialcam API, and (ii) any other unique identifier(s) assigned by us to each Application and/or to you. API Keys may be subject to activation, suspension and/or deactivation by us to ensure usage consistent with these API Terms and all applicable requirements, and for any other reason in our discretion.
- “Application” means a software application owned, controlled or made available by you that incorporates, accesses or uses any Socialcam Materials.
- “Application End User” means an end user of an Application.
- “Our Marks” means the “Socialcam” and “Socialcam.com” trade names, trademarks, service marks and logos and any others set forth by us in a schedule attached to these API Terms, if applicable, and as amended from time to time.
- “Profile” means a defined category specified by us with which Socialcam-Sourced Content may be associated.
- “Socialcam End User” means an end user of any Socialcam products or services (including the Socialcam.com Website).
- “Socialcam-Sourced Content” means any videos, data, content, information or other materials that are posted on the Socialcam.com Website by a Socialcam End User, or that are at any time transmitted to or from, stored on, or accessible through the Socialcam API, or that are otherwise made available by us to you in connection with the Socialcam API (including any such videos, data, content, information or other materials that identify or can be used to identify an individual).
- “Socialcam API” means the application programming interface and other related information (which may consist of or comprise software, data, functions, features, code, instructions and other technology) currently accessible through http://socialcam.com/developers, and as may be identified in the Specifications and/or designated by us from time to time in our sole discretion.
- “Socialcam Materials” means any and all of the following: the Socialcam API, the API Key and the Specifications (including any copies, portions, extracts and derivatives thereof) and any related materials (excluding Our Marks) made available by or on behalf of us to you pursuant to these API Terms or otherwise in connection with the Socialcam API.
- “Specifications” means any specifications and documentation related to the Socialcam API that we may make available from time to time in our discretion, and includes any software code (other than the Socialcam API Key) that we may make available specifically for the purpose of enabling an Application to access or use the Socialcam API or to permit an Application to interface with the Socialcam API (for example, code to be embedded in an Application to facilitate communication through or with the Socialcam API).
- Limited Right to Use the Socialcam Materials. Without limitation of the terms and conditions in Socialcam TOS and Privacy Notice:
(a) Use of Socialcam API and API Keys. Subject to your acceptance of and compliance with these API Terms (including the Specifications), we grant to you a limited, revocable, nonexclusive, non-sublicensable, non-transferable, non-assignable right, solely while these API Terms are in effect, (i) to access and use the Socialcam Materials provided to you by us solely to the extent necessary to develop the Application for such purposes as may be (A) set forth in the Specifications, and/or (B) communicated by us to you in writing from time to time in our discretion (such development activities, “Development”); (ii) to use the Socialcam API Key that may be generated, activated and provided to you by us, in our discretion, solely to access or to permit Applications to interact with the Socialcam API as made available to you by us hereunder, solely as described in the Specifications; and (iii) to embed Socialcam-Sourced Content that we may make available to you through the Socialcam API hereunder, solely for display on one web site or Application owned or controlled by you, so long as such Socialcam-Sourced Content is not designated as “private” or any similar designation by the applicable Socialcam End User. Notwithstanding anything to the contrary herein, your rights in and to any Socialcam Materials and Socialcam-Sourced Content that are owned by third parties (such as videos owned by Socialcam End Users) are limited to the rights granted to you by such third parties, and you agree to use such Socialcam Materials and Socialcam-Sourced Content solely as authorized by such rights. For example, if a Socialcam End User specifies that his or her video is limited to Creative Commons licensing terms, or imposes any attribution requirements, you must comply with such terms.
(b) Authorization. Without limitation, your license hereunder to use the Socialcam API and API Key in connection with Socialcam-Sourced Content hereunder is only to embed such videos without modification or alteration and otherwise pursuant to these API Terms. You agree that you will only use the Socialcam Materials and Socialcam-Sourced Content as licensed to you hereunder and you will not hide, misrepresent or obscure any features, content, services or functionality of any Socialcam Materials. You represent and warrant that your Application complies with these API Terms and the Specifications. We reserve the right (but not the obligation) at any time and for any reason (or no reason) in our sole discretion to require prior review and testing of Applications, either generally or on an app-by-app basis. In such event, you will submit all Applications to us prior to any use of such Application (or any related API Key or other Socialcam Materials) in our production environment. We also reserve the right to delay the provision or activation of any API Key and/or any other Socialcam Materials until the completion of any such review, testing and approval by us of your Application. You will provide any materials, data and other information as may be requested by us to confirm that your Application complies with these API Terms and the Specifications. Whether or not such review or testing occurs, we may reject any Application at any time for any reason (or no reason) in our sole discretion, including at any time after the activation of an API Key for such Application. If we require the removal of any Application, regardless of the reason, we may require any revised version of the Application you wish to use hereunder to be reviewed and tested prior to being used hereunder or made available to Socialcam.com End Users, and you agree to cooperate in identifying any such modifications.
(c) Limitations on Use. You may use only those Socialcam Materials and Socialcam-Sourced Content that are provided by us to you pursuant to these API Terms. You may only embed Socialcam-Sourced Content, unaltered and unmodified, within one web site or Application owned or controlled by you, subject to these API Terms. You will cause all API calls made by an Application to include your API Key. Without limitation, you will not do, or authorize, permit or enable an Application or any third party to do, any of the following: (i) use the Socialcam API in a manner inconsistent with the terms and conditions of the Socialcam terms of service, located at http://socialcam.com/terms_of_service as the same may be modified from time to time (“Socialcam TOS”), which Socialcam TOS is hereby incorporated herein by this reference; (ii) enable any third party to use or access any Socialcam Materials (other than making available Socialcam-Sourced Content solely as provided herein); (iii) access or use any key or means of access to the Socialcam API other than the Socialcam API Key provided by us to you; (iv) use any Socialcam Materials for any purpose or in any manner other than expressly permitted in these API Terms; (v) distribute, rent, lend, convey, lease, sell, re-distribute, syndicate, sublicense, or otherwise transfer or provide any third party with access to all or any portion of the Socialcam API, of the Socialcam Materials and/or of the Socialcam-Sourced Content, or any rights granted in these API Terms, except as expressly provided herein, without prior written approval from us; (vi) falsify or alter the Socialcam API Key or otherwise obscure or alter the sources of queries coming from an Application; (vii) access legacy or internal application programming interfaces or data feeds that are not specified in the current Specifications; (viii) export or extract Socialcam-Sourced Content in any way (whether by using "save as" or similar functionality, exporting to a data store or cloud based service, or otherwise); (ix) remove, alter, or obscure without our instruction or prior written consent any proprietary notices or marks on the Socialcam API or Socialcam-Sourced Content; (x) use or access the Socialcam API for purposes of monitoring the availability, performance or functionality of any of our products or services or for any other benchmarking or competitive purposes; (xi) use or access the Socialcam API to aggregate, cache, store, place or tag any Socialcam-Sourced Content, geographic location or other information related to Socialcam-Sourced Content without our consent (with respect to any Socialcam Materials) or the applicable Socialcam End User’s consent (with respect to his or her materials, including his or her Socialcam.com-sourced Content); (xii) use any of Our Marks as part of the name of your company or Service, or in any web site, product, service, name field or logos created or used by you, or in any way inconsistent with these API Terms or our legal notices and trademark use guidelines (currently located at http://usa.autodesk.com/legal-notices-trademarks/); (xiii) without our prior written consent modify, edit, translate, adapt, arrange, or create derivative works of or based on any Socialcam-Sourced Content for any purpose; (xiv) use the Socialcam API in a manner to copy, replicate or replace the Socialcam API, the Socialcam Website or any other of our products or services; (xv) modify, decompile, reverse engineer, alter, tamper with, disassemble, interfere with, circumvent, or render ineffective the Socialcam Materials, or create derivative works of any of the foregoing; (xvi) bypass or delete any functionality or technical limitations of the Socialcam API that prevent or inhibit the unauthorized copying or use of the Socialcam API or any Socialcam-Sourced Content; or (xvii) use any Socialcam Materials or any Socialcam-Sourced Content in a way that is or may: (A) constitute a direct or indirect endorsement of any product or service, including without limitation any Application or any advertised product; (B) be threatening, degrading, unlawful, or hateful (including without limitation racially or ethnically hateful); (C) be defamatory or libelous; (D) be fraudulent or tortious; (E) be offensive, inappropriate, profane, obscene, indecent, unsafe, harmful, vulgar or otherwise objectionable; (F) violate any copyright, trademark or other proprietary right without the express prior consent of the owner of such right; (G) be abusive, harassing, stalking, or otherwise violate the legal rights of others including without limitation abusing rights of privacy and/or publicity; (H) constitute harvesting, collecting or storing personally identifiable information about any Socialcam End User; or (I) violate applicable laws, rules or regulations, or these API Terms.
(d) Conformance and Noninterference. You will cause each Application and your use of the Socialcam API to conform with and not interfere with, circumvent, or render ineffective: (ii) the Specifications and any other policies, terms and conditions that govern access to and/or use of the Socialcam API; and (ii) any restrictions implemented in connection with the Socialcam API, including any geographically-based restrictions (e.g., geo-blocking or reverse-IP lookup) unless we otherwise expressly agree in writing. You will not, and you will not permit or enable an Application or any third party to (A) interfere with the proper workings of, or adversely affect the functionality or performance of, any Socialcam Materials, the Socialcam.com Website or any of our other websites, our products or services or those any of our affiliates, licensors, suppliers, business partners or customers, or (B) use any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by us in connection with the Socialcam API, or any usage restrictions, or to enable functionality disabled by us. We may, in our sole discretion, set and change quotas and other limits on API usage (which may include the number of calls you or an Application may make to the Socialcam API), or the usage of the Socialcam API during a particular period, the minimum required time between any such calls, and/or the maximum file size that may be transmitted to, from or using the Socialcam API. You will not, and you will not permit or enable an Application or any third party to, exceed or circumvent any such quotas or limits, including by aggregating accounts or obtaining multiple API Keys; and you will not use the Socialcam API in a manner that exceeds reasonable request volume or constitutes excessive or abusive use.
(f) Security and Harmful Code. You will ensure that each Application contains protections that are adequate to keep secure and prevent the interception of any data transmitted to and from such Application or the Socialcam API. You will ensure that each Application transmits data with a protocol at least as secure as 128-bit SSL encryption, and in any event with protocols that are at least as secure as those being accepted by the Socialcam API. You will not attempt to circumvent any security measures or technical limitations of the Socialcam API. You will immediately notify us of any security deficiencies (including without limitation any actual or suspected theft, loss or misuse of data or actual or suspected vulnerabilities that may result in a theft, loss or misuse of data) that you discover or suspect in connection with the Socialcam API, any Application or Socialcam-Sourced Content; such notification is to be made via the following information on the Socialcam.com Website http://socialcam.com/contact.. You will not include (or permit to be included) in or in connection with an Application any spyware, malware, virus, worm, Trojan horse or other malicious or harmful code, or any software application not expressly and knowingly authorized by each applicable Application End User prior to being downloaded or installed.
(g) Socialcam-Sourced Content. Without limitation, you will not, and you will not permit or enable an Application or any third party to: (i) use any automated means (e.g., scraping, crawling, spidering or robots) to access, query or obtain any Socialcam-Sourced Content; (ii) archive, store, modify or replace any Socialcam-Sourced Content (including by changing the order in which Socialcam-Sourced Content are originally made available by us or intermixing data from sources other than us with personal or personally identifiable information or Socialcam-Sourced Content); and (iii) use any Socialcam-Sourced Content owned by third parties, including Socialcam.com End Users other than as permitted or licensed to you by such third parties. Without limitation, you agree to comply with any terms and conditions that a Socialcam.com End User has attached to his or her Socialcam-Sourced Content. For example, if an End User designates his/her Socialcam-Sourced Content as “private” or otherwise withdraws his or her consent for you to use the Application in connection therewith, you must honor that designation immediately, including by not accessing that Socialcam-Sourced Content from or through the Application.
(h) Display of Materials. Without limitation, you agree not to use, display, reproduce, perform (whether publicly or otherwise), place or distribute the Socialcam API, any of Our Marks or the trademarks or service marks of any of our partners or advertisers, any Socialcam-Sourced Content or any material surrounding any Socialcam-Sourced Content, in whole or in part, in a manner that creates a sense of, or can be reasonably construed to be a direct or indirect endorsement, sponsorship, or false association between us or any third party (including any Socialcam End User), on the one hand, and you, your Application, your web site or any other product or service, business or other entity(ies), on the other hand.
- Socialcam-Sourced Content.
- You and your Application may only request and use the minimum amount of Socialcam-Sourced Content (including personally identifiable information) related thereto that are necessary to operate each Application, unless express authorization is given by the applicable Socialcam End User. Upon request by us, you will remove, delete and not retain any and all of Our Marks and Socialcam-Sourced Content.
- You may only request such Socialcam-Sourced Content that you have been authorized by the applicable Socialcam End User to receive. In seeking any authorization from a Socialcam End User, you will ensure that, before each Socialcam End User initially uses an Application to access the Socialcam API, such Socialcam End User (i) is presented with an authorization request for such Application that identifies the Profiles of Socialcam-Sourced Content that the Application may access through the Socialcam API, and that otherwise complies with all Specifications applicable to such authorization requests; and (ii) has affirmatively granted such authorization and any other authorization necessary for the uses of any Socialcam-Sourced Content and/or Socialcam End User Data contemplated by you. You will record the dates and times of each such authorization for each applicable Socialcam End User and Application, and will maintain and make available such records to us upon our request. We may, at any time and without reason or prior notice, require you to re-obtain authorizations from any or all Socialcam End Users.
(c) As between you and us, you are solely responsible for any Socialcam-Sourced Content (and any other data and information) collected by you or through each Application, including the completeness and accuracy thereof and the legality of its collection and processing (including the transmission of any Socialcam-Sourced Content to or through the Socialcam API). You will ensure that each Application does not collect Socialcam-Sourced Content from or concerning any Application End User unless you first inform such Application End User, through a Privacy Notice that you will make available to such Application End User prior to downloading or using such Application and that is prominently and conspicuously posted at each location(s) where such Socialcam-Sourced Content is collected, about the types of Socialcam-Sourced Content being collected, and how such Socialcam-Sourced Content may be used and disclosed, and obtain such Application End User’s affirmative “opt-in” consent to such collection, use and disclosure, as required by any applicable law(s), rule(s) or regulation(s) and our Privacy Notice. Your Privacy Notice shall be consistent with your obligations herein and with our rights under our Privacy Notice. Further, your collection, use and disclosure of Socialcam-Sourced Content may not conflict with either your Privacy Notice or our Privacy Notice. Without limiting the foregoing, and regardless of whether the applicable Socialcam End User has consented, you will not (A) use or disclose for marketing purposes any Socialcam-Sourced Content (including any personal or personally-identifiable information received by you or an Application from or through Socialcam-Sourced Content or the Socialcam API, or by using any of the Socialcam Materials); or (B) aggregate any such data (or use or disclose any such aggregated data) for any purpose.
- Monitoring. You will provide us with any information or materials that we request to verify your compliance with these API Terms and the Specifications, including a copy of each Application and one or more test accounts that will enable us to access each Application in its entirety free of charge. You acknowledge and agree that we may (but are not obligated to) monitor the Socialcam Materials and Socialcam-Sourced Content and your access thereto and use thereof for any purpose, including to ensure quality and to verify compliance with these API Terms. You will provide us with continuous means to carry out such monitoring at no charge. You will not interfere with such monitoring or otherwise obscure from us any activity in connection with the Socialcam Materials and Socialcam-Sourced Content, and we may use any technical means to overcome such interference.
- Responsibility for Development. You will be solely responsible for all development and distribution of Applications, including all related costs, expenses, losses and liabilities.
- Responsibility for Service; Support. As between you and us, you are solely responsible for all aspects of each Application, and you acknowledge and agree that we will not provide or be required to provide any technical or other support services to you or any Application or Socialcam End User in connection with any Socialcam Materials or Socialcam-Sourced Content, including with respect to integration of the Socialcam API with an Application. We are not responsible for monitoring or policing any dispute related to an Application or its use or the use of any Socialcam Materials or Socialcam-Sourced Content that may arise between or among you, any Application or Socialcam End User, and/or any other third party. Your use of the Socialcam Materials and Socialcam-Sourced Content is at your own risk, and you are solely responsible for any damage that may result from the use of the Socialcam Materials or Socialcam-Sourced Content, including any damage to your or any Application or Socialcam End Users’ computer systems or networks or any loss of data. In addition, you are solely responsible for such other matters as may be set forth in the Socialcam TOS.
- Compliance With Laws. You expressly represent and warrant that: (a) you have full right, power and authority to enter into these API Terms; (b) you will comply with all applicable laws, regulations and policies (including without limitation export control laws) related to these API Terms and/or to the development, marketing, sale, distribution and use of each Application; and (c) neither the Application nor your use of any Socialcam Materials, any Socialcam-Sourced Content or any other information or material used or accessed by you in connection therewith will violate any laws, rules or regulations, or will infringe any of our rights or the rights of any third party. Upon our request, you will promptly provide to us copies of any regulatory approvals or other clearances. You will not seek any regulatory permissions or make any determinations that may result in us, our affiliates or the Socialcam API or Socialcam.com Website being deemed regulated or that may impose any obligations or limitations on us or our affiliates.
- Confidential Information. Your use of the Socialcam Materials (including the Socialcam API) and Socialcam-Sourced Content may involve access to confidential, proprietary or trade secret information or materials of us (and/or our affiliates, licensors, suppliers, service providers, business partners and/or Socialcam End Users (“Confidential Information”). For the avoidance of doubt, and without limitation, all Socialcam Materials and Socialcam-Sourced Content (including any personal or personally identifiable information related to Socialcam End Users) constitute Confidential Information. You will: (a) hold the Confidential Information in trust and confidence; (b) use the Confidential Information only as expressly permitted in these API Terms (and not for the benefit of any third party), and not in any manner or for any purpose other than as expressly permitted in these API Terms; (c) not reproduce Confidential Information except as necessary to fulfill your obligations hereunder; and (d) not make available to any third party, directly or indirectly, any Confidential Information without our express prior written consent. You will develop, implement, maintain and monitor a comprehensive information security program that contains administrative, technical and physical safeguards that meet or exceed industry best practices, requirements mandated by applicable law and other requirements provided by us from time to time to protect Confidential Information against unauthorized access or disclosure, and unauthorized, unlawful or accidental loss, destruction, acquisition or damage. You will be solely responsible and liable for all use and disclosure of Confidential Information by, to or through you, Socialcam or Application End Users or an Application. Upon any expiration or termination of these API Terms, you will immediately delete all copies of Confidential Information in your possession, custody or control. You acknowledge and agree that your breach or threatened breach of this Section 8 may cause us irreparable harm and significant injury, the amount of which may be difficult to estimate and ascertain, thus making inadequate any remedy at law or in damages. Therefore, you agree that we are entitled to injunctive relief by any court of competent jurisdiction enjoining any threatened or actual breach of these API Terms and for any other relief that such court deems appropriate, in addition to any other remedy or remedies available at law or in equity.
- Ownership. As between you and us, all right, title and interest (including all intellectual property rights) in and to the Socialcam Materials (including any files, analytics and metadata related thereto), the Socialcam-Sourced Content, any materials and information (including the files and metadata for Socialcam-Sourced Content) and other Confidential Information are, as between you and us, our sole property, and reserved to us and/or our licensors or suppliers, as applicable, and no right, title or interest in any Socialcam Materials, Socialcam-Sourced Content or other Confidential Information are transferred to you as a result of these API Terms or your access to or use of such Socialcam Materials, Socialcam-Sourced Content or other Confidential Information. You will not contest or assist others in contesting the validity of any such rights. All rights not expressly set forth herein are reserved by us and/or our licensors or suppliers, as applicable, and no implied rights or licenses are granted to you pursuant to these API Terms. You acknowledge and agree that you receive no rights, licenses or interests in or to any patents, patent applications, trademarks, trade names or service marks of us, or of our affiliates, licensors, suppliers or other third parties pursuant to these API Terms. You hereby irrevocably assign and agree to irrevocably assign, without charge, all intellectual property rights relating to oral and written comments and suggestions (“Feedback”) provided by you relating to the Socialcam Materials and the Socialcam.com Website. At our expense, you will take all actions deemed necessary by us in order for us to record, perfect and maintain our rights in and to the Feedback. Without limiting the foregoing, we will have an unlimited, perpetual, irrevocable, transferable, sublicensable, worldwide, royalty-free right to use and modify all Feedback. Subject to the foregoing provisions of this Section 9, you retain all rights, title and interest that you may have in and to any other intellectual property rights embodied in or associated with your Application.
- Trademarks. Subject to the terms and conditions of these API Terms, we may grant to you in certain circumstances, and solely while these API Terms are in effect, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use certain of Our Marks, solely as displayed on embedded Socialcam-Sourced Content in the form of Socialcam End User videos, and then only (a) in connection with an Application for which we have issued you a then-valid API Key hereunder; and (b) consistent with good trademark practice and Legal and Trademark Guidelines (currently set forth at http://usa.autodesk.com/adsk/servlet/item?siteID=123112&id=924623), and such other guidelines as may be provided by us to you as applicable. We may update the Legal and Trademark Guidelines and Our Marks from time to time, and you will comply with the then-current Legal and Trademark Guidelines. All use of Our Marks is governed by these API Terms, and all goodwill arising out of such use will inure to our sole benefit. No other rights are granted herein, except as expressly set forth in these API Terms. You will not alter Our Marks, or use Our Marks in any manner that might prejudice, tarnish or damage the reputation of us, our licensors, Our Marks, or the products or services of us or our licensors. We may monitor your use of Our Marks, and, at our request, you will provide to us copies of any materials bearing Our Marks. We may terminate the rights granted to you under this Section 10 for any reason or no reason and without prior notice. Upon such termination, you will immediately cease all use of Our Marks.
- Fees. To the extent fees are not already instituted, we reserve the right to implement fees and payment terms with respect to your use of any Socialcam Materials or Socialcam-Sourced Content, at any time and in our sole discretion but with prior notice to you. If you elect not to accept such fees and payment terms, you shall have the right to elect to terminate/withdraw your use of the Socialcam API and all rights granted to you hereunder will immediately terminate.
- Changes. We reserve the right to change any Socialcam Materials or your access to Socialcam Materials and/or Socialcam-Sourced Content at any time, and for any or no reason, and we bear no responsibility or liability for such actions. We reserve the right to release subsequent versions of the Socialcam API and to require you to use the most recent version thereof, and you agree that it is your responsibility to ensure, at your own cost, that your access to and use of any Socialcam Materials is compatible with our then-current requirements.
- Suspension/Termination. These API Terms will remain effective until terminated in accordance with its terms. Either party may terminate these API Terms immediately upon notice to the other party. We reserve the right in our sole discretion to immediately terminate these API Terms, and/or suspend (temporarily or permanently), terminate or revoke your access to or use of, and/or an Application’s and/or any Application End User’s access to or use of, any or all Socialcam Materials, Socialcam-Sourced Content and/or the Socialcam API (including by revoking or suspending any API Key), in whole or in part, at any time and for any reason (including if we know of or suspects that you, your Application or any Application End User has a security deficiency, or has inappropriately accessed, used or disclosed Socialcam-Sourced Content or may otherwise threaten or damage the reputation(s) of Socialcam API, us or any of our affiliates), with or without cause or notice to you, and we bear no responsibility or liability for any such suspension, termination or revocation. Further, any licenses to you contained in these API Terms will immediately and automatically terminate, without notice to you, if at any time you do not timely comply with these API Terms. Upon termination of these API Terms by either party, or upon suspension, termination or revocation of your and/or an Application’s access to the Socialcam API, any and all licenses you may have hereunder will immediately terminate, and you shall immediately cease using all Socialcam Materials (including the Socialcam API and Our Marks) and all Socialcam-Sourced Content, and delete or return any and all of the foregoing in your possession or control. Sections 1 and 4–18, will survive, to the extent applicable, any expiration or termination of these API Terms, and will continue to bind you following such expiration or termination.
- Disclaimers. ALL SOCIALCAM MATERIALS (INCLUDING WITHOUT LIMITATION THE SOCIALCAM API AND OUR MARKS), ALL SOCIALCAM-SOURCED CONTENT, AND ANYTHING ELSE PROVIDED BY OR THROUGH US IN CONNECTION WITH THESE TERMS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND OUR AND THEIR LICENSORS, SUPPLIERS, SERVICE PROVIDERS, BUSINESS PARTNERS AND CUSTOMERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WE AND OUR AFFILIATES AND OUR AND THEIR LICENSORS, SUPPLIERS, SERVICE PROVIDERS, BUSINESS PARTNERS AND CUSTOMERS DO NOT WARRANT THAT ACCESS TO OR USE OF ANY SOCIALCAM-SOURCED CONTENT OR ANY SOCIALCAM MATERIALS WILL BE FREE AND CLEAR OF ANY THIRD-PARTY OBLIGATIONS, UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE, SOFTWARE AND OTHER EQUIPMENT, MATERIALS AND THIRD-PARTY LICENSES AND CONSENTS NEEDED TO USE EACH APPLICATION AND THE SOCIALCAM MATERIALS, SOCIALCAM-SOURCED CONTENT AND OUR MARKS, AND FOR ALL CHARGES RELATED THERETO. YOUR USE OF ALL SOCIALCAM-SOURCED CONTENT AND SOCIALCAM MATERIALS AND ANY APPLICATION IS ENTIRELY AT YOUR OWN RISK AND IS SUBJECT TO THESE API TERMS. WITHOUT LIMITATION, WE MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY MATERIALS SUPPLIED BY THIRD PARTIES, INCLUDING WITOUT LIMITATION ANY SOCIALCAM-SOURCED CONTENT SUCH AS SOCIALCAM END USER VIDEOS, IN WHOLE OR IN PART.
- Liability. Without limitation, you will be responsible and liable for your acts and omissions as well as they acts or omissions of each Application End User, whether or not such Application End Users are also Socialcam End Users, and your liability for Application End User acts or omissions will be, for purposes of determining a breach of these API Terms, treated as if such acts or omissions were undertaken by you.
- Limitation of Liability; Indemnification. Notwithstanding anything to the contrary in these API Terms, the following terms and conditions will apply with respect to these API Terms, the Socialcam Materials (including without limitation Our Marks) and Socialcam-Sourced Content:
- NEITHER WE NOR ANY OF OUR AFFILIATES OR OUR OR THEIR LICENSORS, SUPPLIERS, SERVICE PROVIDERS, BUSINESS PARTNERS OR CUSTOMERS, OR ANY DIRECTOR, OFFICER, EMPLOYEE, CONSULTANT, AGENT OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING, EXCLUDING ANY INDEMNIFICATION OR BREACH OF CONFIDENTIALITY BY YOU, WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SOCIALCAM MATERIALS, SOCIALCAM-SOURCED CONTENT OR THESE API TERMS, OR FOR DAMAGES ARISING FROM ANY TERMINATION OR SUSPENSION OF THESE API TERMS OR OF YOUR USE OF OR ACCESS TO THE SOCIALCAM MATERIALS OR SOCIALCAM-SOURCED CONTENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY SOCIALCAM MATERIALS AND/OR SOCIALCAM-SOURCED CONTENT IS TO STOP USING THE SOCIALCAM MATERIALS AND/OR SOCIALCAM-SOURCED CONTENT, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF US, OUR AFFILIATES AND OUR AND THEIR LICENSORS, SUPPLIERS, SERVICE PROVIDERS, BUSINESS PARTNERS AND CUSTOMERS (OTHER THAN YOU) FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY OR OTHERWISE, IN CONNECTION WITH THE SOCIALCAM-SOURCED CONTENT, SOCIALCAM MATERIALS OR ANYTHING ELSE RELATED TO THESE API TERMS OR THE USE OF ANY OF THE FOREGOING, WILL BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU, IF ANY, TO USE THE API KEY.
- Indemnification. You agree to indemnify, defend and hold us, our affiliates and our and their licensors, suppliers, service providers, business partners and customers, and all directors, officers, employees, consultants, agents and other representatives of all of the foregoing, harmless from and against any claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable attorney’s fees), arising out of or in connection with any claim, action or proceeding (“Claims”) that arise directly or indirectly out of: (i) your access to, use of or other activities in connection with the Socialcam Materials (including the Socialcam API and Our Marks) or Socialcam-Sourced Content; (ii) each Application, its use and any transactions conducted through it or Socialcam-Sourced Content transmitted through it; (iii) the operation of your business in connection with any Socialcam Materials or Socialcam-Sourced Content; (iv) any suspension or termination of an Application or an Application’s access to or use of the Socialcam API (including any suspension or termination caused by us); (v) any breach by you of any representations, warranties, covenants or obligations under these API Terms; or (vi) any claim that an Application (including any component thereof), or our exercise of our rights under these API Terms, infringes, misappropriates or violates any third-party intellectual property or proprietary rights. At our sole election, you will assume control of the defense and settlement of any Claim that is subject to indemnification by you pursuant to this Section 15(b) (provided that we may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and provided that you will not settle any such Claim without our express prior written consent).
- Governing Law; Jurisdiction. These API Terms will be construed, governed and interpreted in accordance with the laws of the United States of America and the State of California, without regard to choice of law principles. Any litigation between the parties will be commenced and maintained in the Superior Court of the State of California, County of Marin, or in the United States District Court for the Northern District of California in San Francisco. The parties expressly submit themselves to the exclusive jurisdiction of such courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
- Miscellaneous. Unless the context requires otherwise, as used in these API Terms, the term “including” means “including without limitation” and the term “include(s)” means “include(s) without limitation.” You acknowledge and agree that these API Terms will not be deemed to create an exclusive relationship between us and you, and that we and/or our affiliates may develop or be developing products or services that may compete with any Application or any other products or services, and that we and/or our affiliates may enter into agreements, arrangements and relationships similar to the relationship contemplated by or relating to products or services contemplated by these API Terms. You will not assign, transfer or sublicense any or all of your rights or obligations under these API Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these API Terms without restriction. Any notices permitted or required to be given hereunder by us to you may be given by posting such notices on the Socialcam API or Socialcam.com Website, or by e-mail or postal mail to any address provided by you to us, or by any other reasonable means. Any notices permitted or required to be given hereunder by you to us will be given via the contact information provided in the Socialcam TOS. These API Terms (together with all policies and other references herein) constitutes the entire agreement between you and us relating to the subject matter herein, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Except as expressly provided herein, nothing in these API Terms will be deemed to confer any third-party rights or benefits.
© 2012 Autodesk, Inc.