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"You" means the individual person accessing or using the Parse.ly APIs on his or her own behalf; or, if the API or Documentation are accessed or used on behalf of an organization, corporation or other legal entity, "you" means such legal entity.
#1. Licensed Uses and Restrictions
b. Your application may make automated calls or other data requests to or through the Parse.ly network ("Calls"). Parse.ly may at any time, and over any given period of time, limit the number of Calls you may send to the Parse.ly network, or prohibit any application created by you from sending Calls to the Parse.ly network, as Parse.ly deems appropriate in its sole discretion.
c. If your product or service uses or is based upon the Parse.ly APIs, then you will comply with any Parse.ly attribution policy as in effect from time to time. d. You will use the APIs in compliance with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the parties, e. You shall use instructions provided in the Parse.ly APIs to place application identification information ("API Key") into any application or service you develop that incorporates or makes any use of the Parse.ly APIs. You can sign up for an API Key by creating an account at https://www.parse.ly/. You must provide accurate identification, contact, and other information required as part of the registration process. You will NOT create any script or other automated tool that attempts to create multiple API Keys. You may not allow any third party to use your API Key for their own benefit. f. You shall NOT:
Parse.ly reserves the right to immediately suspend access to the API if you breach any terms of these Terms.
#2. Ownership and Relationship of Parties
You acknowledge that the API is a commercially valuable asset which constitutes a trade secret of Parse.ly and that it contains Confidential Information proprietary to Parse.ly. For purposes of these Terms of Service, "Confidential Information" means the API, all information provided by Parse.ly about the API, and all information provided by Parse.ly that is clearly marked or identified as confidential or that a reasonable person would understand that such information is confidential. You shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than as expressly permitted by these terms of Service. You agree that you, including your employees, officers, and agents, if any, shall treat all Confidential Information with the same degree of care as it accords to your own confidential information but which, in no event, shall be less than reasonable care and shall not disclose, sell, transfer, publish, copy, display or otherwise make the API available, or any part thereof in any form, to any person or entity not a party to these Terms of Service. You shall take all reasonable precautions to ensure fulfillment of this confidentiality and nondisclosure obligations and agrees to immediately notify Parse.ly of any unauthorized use, copying and/or disclosure of the API, as well as, take such actions as are necessary to cease and prevent any further unauthorized use, copying and/or disclosure.
You acknowledge that any use or disclosure of the API by you in violation of or in any manner inconsistent with these Terms of Service would cause substantial and irreparable injury to Parse.ly, and that Parse.ly's remedies at law will not be adequate. Accordingly, you agree that Parse.ly shall be entitled to injunctive relief with respect to any breach, or threatened breach of this Section, and that such right shall be in addition to, and not in limitation of, any other rights or remedies to which Parse.ly is or may be entitled at law or equity.
Parse.ly may elect to provide you with support or modifications for the Parse.ly APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Parse.ly may change, suspend, or discontinue any aspect of the Parse.ly APIs at any time, including the availability of any Parse.ly APIs. Parse.ly may also impose limits on certain features and services or restrict your access to parts or all of the Parse.ly APIs or the Parse.ly website without notice or liability.
#5. Fees and Payments.
You will pay Parse.ly a monthly or annual license fee for access, as set forth on the order form accepted by Parse.ly. Parse.ly reserves the right to charge additional or different fees for future use of, support for, or access to the Parse.ly APIs or the Parse.ly Services in Parse.ly's sole discretion provided that such charges will be disclosed in advance.
#6. Copyright Complaints; Repeat Infringer Policy.
You agree to take whatever actions are necessary or are requested by Parse.ly to enable Parse.ly to comply with Parse.ly's copyright policy and the take-down and other provisions of the Digital Millennium Copyright Act ("DMCA") or other applicable laws and regulations with respect to your Parse.ly API. In addition, you acknowledge that in accordance with the DMCA and other applicable law, Parse.ly has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, users and developers who are deemed to be repeat infringers, and that you agree that you will, if requested by Parse.ly, take reasonable steps to terminate access to your Parse.ly API for any user who Parse.ly identifies to you as a repeat infringer.
#7. Disclaimer of Any Warranty.
SOME OF THE PARSE.LY APIS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. PARSE.LY DOES NOT REPRESENT OR WARRANT THAT ANY PARSE.LY APIS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.
THE PARSE.LY APIS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND PARSE.LY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. PARSE.LY DOES NOT WARRANT THAT THE API WILL OPERATE WITHOUT INTERRUPTION OR ERROR. NO WARRANTY IS MADE BY PARSE.LY ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. PARSE.LY DOES NOT WARRANT THAT THE PARSE.LY PLATFORM OR PARSE.LY SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PARSE.LY PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
YOUR USE OF PARSE.LY APIS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY PARSE.LY APIS INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
#8. Limitation of Liability.
PARSE.LY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE PARSE.LY APIS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT PARSE.LY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PARSE.LY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY AND NEGLIGENCE) EXCEED THE LESSER OF (A) THE TOTAL AMOUNT PAID TO PARSE.LY BY YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR (B) ONE THOUSAND DOLLARS ($1,000).
#9. Essential Basis; Exclusions and Limitations.
The parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in these Terms of Service form an essential basis of these terms of Service, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of these Terms of Service, including, without limitation, the economic terms, would be substantially different.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 7 AND 8 MAY NOT APPLY TO YOU.
#10. Release and Waiver.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against Parse.ly, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of Parse.ly APIs. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
#11. Release, Hold Harmless and Indemnity.
You irrevocably and unconditionally release and covenant not to use or pursue any claim against Parse.ly and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your Parse.ly API, or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the Parse.ly platform, documentation, or Parse.ly API.
#12. General Terms.
Last updated: January, 2014 / based on 428478 v2/RE