Terms

Abenity, Inc.

API Terms

Thank you for using the Abenity application programming interfaces (Abenity API). These APIs are provided by Abenity, Inc. (referred to as Abenity, we, our or us in these terms), location at 725 Cool Springs Blvd. Suite 600, Franklin, TN 37013, United States.

These terms outline your rights and responsibilities when using our APIs, so read them carefully. These terms are provided in conjuction with other Abenity Terms, located at http://www.abenity.com/terms. If there is a conflict between these terms and any additional terms, the additional terms apply for that conflict. If you use the APIs as an interface to, or in conjunction with other Abenity products and services, then the terms for such products and services also apply.

By using the Abenity APIs, you agree to these Terms of Use. If you disagree with any of the terms below, Abenity does not grant you a license to use the Abenity APIs.

Abenity reserves the right to update and change, from time to time, these Terms of Use and all documents incorporated by reference. You can always find the most recent version of these Terms of Use at http://www.abenity.com/terms. Abentity may change these Terms of Use by posting a new version without notice to you. Use of the Abenity APIs after such change constitutes acceptance of such changes.

Section 1: Licensed Uses and Restrictions

The Abenity APIs are owned by Abenity, Inc. and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These Terms of Use define legal use of the Abenity APIs, all updates, revisions, substitutions, and any copies of the Abenity APIs made by or for you. All rights not expressly granted to you are reserved by Abenity.

1. Compliance with Law You will use our APIs only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the APIs to encourage or promote illegal activity.
2. Permitted Access You will only access (or attempt to access) an API by the means described in the documentation of that API. If Abenity assigns you developer credentials or Client IDs, you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs or developer accounts.
3. API Limitations Abenity may set limits on the number of API requests that you can make, at its sole discretion. You agree to such limitations and will not attempt to circumvent such limitations.
4. Monitoring Abenity may monitor the use of the APIs to ensure quality, improve Abenity products and services, and verify your compliance with these terms. You will not interfere with such monitoring. Abenity may use any technical means to overcome such interference.
5. API Clients The APIs are designed to help you enhance your websites and applications (API Client(s)). Abenity reserves the right to investigate any API Client for compliance with these terms. Such investigations may include Abenity accessing and using your API Client, for example to identify security issues that could affect Abenity or its users. You consent to any such investigation. Abenity may suspend access to our APIs by you or your API Client without notice if we reasonably believe that you are in violation of these terms.
6. Security You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information (PII), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information.
7. Ownership Abenity does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.
8. User Privacy and API Clients You will comply with all privacy laws and regulations including those applying to PII. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information with Abenity and third parties.
9. Extension If you wish to use the Abenity APIs in any manner or for any purpose inconsistent with these Terms of Use, you may do so only by obtaining Abenity’s prior written authorization.
10. API Prohibitions When using the APIs, the following prohibitions apply:
    1. You will not use the Abenity APIs in a product or service that competes with products or services offered by Abenity
    2. You will not sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
    3. You will not perform an action with the intent of introducing to Abenity products and services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
    4. You will not interfere with or disrupt the APIs or the servers or networks providing the APIs.
    5. You will not reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
    6. Certain developer credentials are, by their nature, considered confidential. You will not disclose such confidential credentials to any third party except your agent(s) using such information solely on your behalf in accordance with these terms and under a written duty of confidentiality.
    7. Our communications to you may contain Abenity confidential information. If you receive any materials or communications that are clearly confidential or marked confidential, then you will not disclose the Abenity confidential information to any third party without Abenity’s prior written consent.

Section 2: Termination

Your license to the Abenity APIs under these Terms of Use continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the Abenity APIs. Abenity may terminate the license at any time for any reason. These Terms of Use terminate automatically if (i) you violate any term of these Terms of Use, (ii) Abenity sends a written notice of termination to you, or (iii) Abenity ceases providing access to the Abenity APIs to you. Abenity may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API. When these terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 5, 6, 7 and 8.

Section 3: Ownership and Relationship of Parties

The Abenity APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Abenity's rights apply to the Abenity APIs and all output and executables of the Abenity APIs, excluding any software components developed by you which do not themselves incorporate the Abenity APIs or any output or executables of the Abenity APIs. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms of Use and in the TOS. Abenity owns all rights, title, and interest in and to the Abenity APIs. These Terms of Use grant you no right, title, or interest in any intellectual property owned or licensed by Abenity, including (but not limited to) the Abenity APIs and Abenity trademarks.

Section 4: Support

Abenity may elect to provide you with support or modifications for the Abenity APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Abenity may change, suspend, or discontinue any aspect of the Abenity APIs at any time, including the availability of any Abenity APIs. Abenity may also impose limits on certain features and services or restrict your access to parts or all of the Abenity APIs or the Abenity web site without notice or liability. Notice of status alerts may be obtained by subscribing to the API mailing list or online at http://www.abenity.com/status.

Section 5: Disclaimer of Any Warranty

SOME OF THE ABENITY APIS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. ABENITY DOES NOT REPRESENT OR WARRANT THAT ANY ABENITY APIS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.

NEITHER ABENITY NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE QUALITY OF THE APIS OR THE CONTENT ACCESSED THROUGH THE APIS, THEIR RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. THE APIS AND CONTENT ACCESSED THROUGH THE APIS ARE PROVIDED "AS IS". SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL IMPLIED WARRANTIES.

Section 6: Limitation of Liability

WHEN PERMITTED BY LAW, ABENITY, AND ABENITY’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ABENITY, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY WARRANTIES THAT MAY NOT LEGALLY BE EXCLUDED, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. NOTHING IN THESE TERMS LIMITS YOUR RESPONSIBILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. IN ALL CASES, ABENITY, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Section 7: Indemnification

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Abenity and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your misuse of Abenity APIs or violation of these Terms of Use, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Abenity will provide you with written notice of such claim, suit or action.

Section 8: General Terms / Miscellaneous

Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the Terms of Use, you and Abenity shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Abenity, express or implied, and you shall not attempt to bind Abenity to any contract.

Invalidity of Specific Terms. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.

Modification. We may modify these terms or any additional terms that apply to an API occasionally, for example, to reflect changes to the law or changes to our APIs. We'll post notice of modifications to these terms or the additional terms within the documentation of each applicable API. Changes specific to new functionality for an API or changes made for legal reasons will be effective immediately. You agree that your continued use of the API constitutes an acceptance of the modified terms.

General Legal Terms. These terms control the relationship between Abenity and you. They do not create any third party beneficiary rights. If you do not comply with these terms, and Abenity does not take action right away, this does not mean that Abenity is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The laws of Tennessee, U.S.A., excluding Tennessee’s choice of law rules, will apply to any disputes arising out of or related to these terms or the services. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DAVIDSON COUNTY, TENNESSEE, USA, AND YOU AND ABENITY CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Use. Any construction or interpretation to be made of the Terms of Use shall not be construed against the drafter. The Terms of Use constitute the entire agreement between Abenity and you with respect to the subject matter hereof.

Last Revised: November 17, 2014