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By accessing or using the API or Widewail Content, You agree to be bound by these API Terms. If You access or use the API or Widewail Content on behalf of an organization or entity, You represent that You have authority to bind such entity and its affiliates to the API Terms. In such case, the term "You" will refer to such entity and its affiliates. If You do not have authority, or if You do not agree with the terms of the API Terms, You may not access or use the API or Widewail Content.
The API is made available by Widewail, Inc. ("Widewail") to enable You to (a) access and present Widewail Content on your consumer-facing content distribution platform such as your website and mobile apps ("Your Solution") and to visitors to Your Site (the "Users") and (b) integrate Your Solution with Widewail applications, which may include sending your data to Widewail via the API ("Widewail Apps"). Widewail reserves the right to continually review and evaluate all uses of the API to ensure continuous compliance with these API Terms.
Widewail reserves the right to modify these API Terms at any time. If Widewail reasonably determines that a modification may materially impact You, Widewail will provide email notice to You using the email address You provided during registration no less than ten (10) days prior to the material adverse modification taking affect. IF YOU DO NOT WISH TO BE BOUND TO ANY MODIFIED TERMS, YOU MUST TERMINATE THESE API TERMS BY CEASING USE OF THE API WITHIN TEN (10) DAYS OF RECEIPT OF SUCH NOTICE.
In order to access or use the API, You must first accept and agree to these API Terms and Widewail will provide a key to You in order to use the API ("Developer Credentials"). You will keep all Developer Credentials that we issue to you confidential and not make them publicly available or disclose them to third-parties.
Subject to compliance with these API Terms, Widewail grants You, during the Term, a non-exclusive, revocable, non-sublicensable, non-transferable license in the United States of America to (i) access and use the API to receive the Widewail Content; (ii) display the Widewail Content on Your Solution; and (iii) integrate Your Solution with the Widewail Apps, which may include receiving Your data via the API.
You agree to use the API and Widewail Content only for the purposes set forth above. You shall not, and shall not authorize others to (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Widewail API or any applications of Widewail; (b) attempt to bypass any limitations documented in the API or imposed on your API key; (c); use the API to recreate a core functionality of, or replace, any Widewail product or service; (d) use the API to create applications or integrations which violate the terms or policies of other platforms, applications, integrations, or any entity that has a relationship with Widewail, You, or your customers; (e) copy, sublicense, lease, rent, sell, give, or otherwise transfer or provide the Widewail API, Widewail Content, or any other applications of Widewail to any third party; (f) modify the Widewail Content; (g) use the API in a manner that impacts the stability of Widewail's servers or impacts the behavior of other applications using the API; or (h) use the API or Widewail Content in any manner or for any purpose that is deceptive or misleading or that violates any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Widewail's sole discretion) to Widewail, its suppliers or customers. Widewail reserves all rights not expressly granted under these Terms. You acknowledge and agree that Widewail may monitor Your Solution in order to confirm compliance with these API Terms.
As between You and Widewail, the API Widewail Content, Widewail Apps, and all intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of Widewail and are protected by applicable intellectual property laws. You agree that at no time during or after the termination of the API Terms will You attempt to register any trademarks (including domain names) that are confusingly similar in any way to those of Widewail brands or Widewail Content.
By sending us any ideas, suggestions, documents or proposals ("Feedback"), You agree that (i) your Feedback does not contain the confidential or proprietary information of any third parties (including yours), (ii) we are under no obligation of confidentiality or attribution, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) You grant us, without charge in consideration for the use of the API, an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, commercialize, prepare derivative works, publish, distribute and sublicense the Feedback, and You irrevocably waive, and cause to be waived, against Widewail and its users any claims and assertions of any moral rights contained in such Feedback. You will not give feedback that is subject to a license that requires Widewail to license its software or documentation to third parties because Widewail includes your feedback in them. The rights in this section survive these Terms.
You agree that we may monitor your use of the API to ensure quality, security, improve our products and services, and verify your compliance with these Terms. You agree to assist us with this monitoring by providing us with information about Your Solution, data security and protection practices, and storage of Content, which may also include access to Your Solution and other materials related to your use of the API.
The term of these API Terms shall continue in effect until it is terminated by either party as set forth in this Section 6 (the "Term"). Widewail reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice or liability, to change, suspend or discontinue the API and/or suspend or terminate your rights under these API Terms to access, use and/or display (as applicable) the API, Widewail Brands and/or any Widewail Content. Any termination of these API Terms will also immediately terminate the licenses granted to You hereunder. Such change, suspension or termination of the API may cause your existing services using the API to stop functioning properly. Upon any termination of these API Terms, You will immediately cease using the API and promptly delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in your possession or under your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, Widewail Brands and/or any Widewail Content; and You, upon Widewail's request, will promptly certify in writing to Widewail that such actions have been taken.
You agree that your use of the API is at your own risk and You agree to hold harmless, defend (subject to Widewail's right to participate with counsel it selects) and indemnify Widewail and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fee) arising from, or in any way related to (i) your violation or breach of any term of these Terms or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your negligence or willful misconduct; or (iv) any content on Your Solution, including any statements, representations or warranties related to Widewail. You will not agree to any settlement that imposes any obligation on Widewail without Widewail's prior consent.
THE API, WIDEWAIL BRANDS AND WIDEWAIL CONTENT ARE PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY, OF ANY KIND AND AT YOUR SOLE RISK. WIDEWAIL HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WIDEWAIL DOES NOT WARRANT THAT: (I) THE API OR WIDEWAIL CONTENT WILL MEET YOUR REQUIREMENTS; (II) OPERATION OF THE API WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE; (III) THE API WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; OR (IV) DEFECTS IN THE API OR THE WIDEWAIL CONTENT CAN OR WILL BE CORRECTED. FURTHER, WIDEWAIL DOES NOT WARRANT THE QUALITY, SAFETY, SUITABILITY, RELIABILITY OR AVAILABILITY OF ANY PRODUCTS, GOODS OR SERVICES OBTAINED BY CONSUMERS FROM THIRD PARTIES THROUGH WIDEWAIL’S SERVICE OR YOUR USE OF THE API. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE API AND WIDEWAIL CONTENT, AND ANY THIRD PARTY PRODUCTS, GOODS OR SERVICES REMAINS SOLELY WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WIDEWAIL BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, REVENUE OR INCOME, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE USE OR INABILITY TO USE THE API OR THE WIDEWAIL CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WIDEWAIL’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF: (I) THE AMOUNTS, IF ANY, YOU PAY TO WIDEWAIL; OR (II) ONE HUNDRED DOLLARS ($100.00).
The API Terms encompasses the entire agreement between You and Widewail regarding the subject matter discussed therein. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these API Terms is found to be unenforceable or invalid, that provision will be replaced with terms that most closely match the intent of the provision that is not enforceable to the minimum extent necessary so that the remaining API Terms will otherwise remain in full force and effect and enforceable. These API Terms are not assignable, transferable or sublicensable, in whole or in part, by You except with Widewail's prior written consent. Any attempt to do so is void. The section titles in the API Terms are for convenience only and have no legal or contractual effect.
Widewail and You are, and will remain, independent contractors, and nothing in these API Terms will be construed as creating an employer-employee relationship, partnership or joint venture. You do not have any authority of any kind to bind Widewail in any respect whatsoever.
Sections 5, 6, 7, 8, 9, and 10 will survive any expiration or termination of these API Terms for any reason.