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API License Agreement

ANYCLIP API LICENSE AGREEMENT

BY INTERACTING IN ANY WAY WITH THE ANYCLIP API, INCLUDING, BUT NOT LIMITED TO REQUESTING CREDENTIALS OR MAKING API CALLS, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT ("YOU" OR “LICENSEE”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND A PARTY TO THIS API EVALUATION LICENSE AGREEMENT (“AGREEMENT”).

1. GRANT OF LICENSE - Subject to full compliance with all of the terms and conditions of this Agreement, AnyClip, Inc. (“AnyClip”) grants to Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to access and use the AnyClip application program interface and other materials provided by AnyClip (collectively, "API") solely to evaluate the AnyClip API and develop and test applications that interoperate with AnyClip.com or any other web property owned by AnyClip ("AnyClip Applications") for non-commercial evaluation, development and testing activities.

2. RESTRICTIONS - Except as expressly and unambiguously authorized under this Agreement, Licensee may not, directly or indirectly, (i) use the AnyClip API to create any software, product or system that is similar to an AnyClip Application; (ii) cache or store any content obtained via its use of the API for longer than reasonable periods, or otherwise permanently store data for use with the AnyClip Applications; (iii) use the AnyClip API in connection with any commercial product licensed, distributed or otherwise made available to third parties; (iv) make more than ____ calls to the API in any calendar day; (v) use the API in any manner or for any purpose that violates any applicable law or regulation or any right of any person, including without limitation intellectual property rights or rights of privacy or publicity; (vi) copy, rent, lease, sell, transfer, assign, sublicense, or derive revenues from the use or provision of the API whether for direct commercial monetary gain or otherwise; (vii) disassemble, reverse engineer or decompile the API (except to the limited extent such restrictions are expressly prohibited by applicable statutory law); (viii) modify, alter, extend, subset or superset the API to any extent; (ix) otherwise use the API on behalf of any third party; (x) use the API in any manner that in AnyClip’s sole discretion adversely impacts the stability of AnyClip’s servers or adversely impacts the behavior of other applications using the API or (xi) otherwise access or use the API for any other purpose without AnyClip's prior written consent.  AnyClip expressly reserves the right to further limit the number and/or frequency of API requests in its sole discretion. 

3. PROPRIETARY RIGHTS - Licensee will not disclose (or allow access to) the API (or any information derived from it) to any third party and will limit access to the API (and any derived information) to employees of Licensee who are developing the applicable Licensee application.  In support of this obligation, Licensee will apply at least the same security as it uses to protect its own most confidential information.  As between AnyClip and Licensee, the API and all intellectual property rights in and to the API are and shall at all times remain the sole and exclusive property of AnyClip and its licensors and are protected by applicable intellectual property laws and treaties.

4. Modifications to this Agreement.  AnyClip reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice to AnyClip.com.  Licensee shall be responsible for reviewing and becoming familiar with any such modification.  Such modifications are effective upon first posting or notification and use of the AnyClip API by Licensee following any such posting or notification constitutes Licensee’s acceptance of the terms and conditions of this Agreement as modified. 

5. SUPPORT AND UPGRADES - This Agreement does not entitle Licensee to any support for the APIs, unless Licensee makes separate arrangements with AnyClip and pays all fees associated with such support.  Any such support provided by AnyClip shall be subject to the terms of this Agreement as modified by the associated support Agreement.  Licensee understands that AnyClip may cease support of old versions or releases of the API.

6. WARRANTY DISCLAIMER - THE API AND ANYCLIP APPLICATIONS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, ANYCLIP AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API AND ANYCLIP APPLICATIONS, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.  FURTHER, ANYCLIP DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.

7. LIABILITY LIMITATION - UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL ANYCLIP OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE API ANYCLIP APPLICATIONS.  ANYCLIP’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO $100.  THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, ANYCLIP DISCLAIMS ALL LIABILITY OF ANY KIND OF ANYCLIP'S VENDORS.

8. INDEMNITY - Licensee agrees that AnyClip shall have no liability whatsoever for any use Licensee makes of the API.  Licensee shall indemnify and hold harmless AnyClip from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the API.

9. TERM AND TERMINATION - This Agreement shall continue until terminated as set forth in this Section.  Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement.  Any termination of this Agreement shall also terminate the license granted hereunder.  Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API, and shall so certify to AnyClip that such actions have occurred.  AnyClip shall have the right to inspect and audit Licensee's facilities to confirm the foregoing.  Sections 6 through 11 shall survive termination of this Agreement.

10. GOVERNMENT USE - If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the API are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies.  The API is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.

11. EXPORT CONTROLS - Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations.  By accessing or using the API, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

12. MISCELLANEOUS – Unless the parties have entered into a written amendment to this Agreement that is signed by both parties regarding the AnyClip API, this Agreement constitutes the entire agreement between Licensee and AnyClip pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter.  This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under New York law as such law applies to agreements between New York residents entered into and to be performed within New York by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods.  Except to the extent otherwise determined by AnyClip, any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Southern District of New York or in state court in New York County, New York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.  The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees.  This Agreement may be amended only by a writing executed by AnyClip.  If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  The failure of AnyClip to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit AnyClip's rights with respect to such breach or any subsequent breaches.  This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without AnyClip's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect.  AnyClip expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

last updated:  January 31, 2011 

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