Snapvine APIs Terms of Use

Thank you for using the Snapvine application programming interfaces (the "Snapvine APIs"). By using the Snapvine APIs, you agree to the terms below. If you disagree with any of these terms, Snapvine does not grant you a license to use the Snapvine APIs. We reserve the right to update and change these terms from time to time without notice. You can always find the most recent version of these terms here: http://www.snapvine.com/snapvineapi/tos/. We recommend that you periodically check this site for changes.

  1. LICENSED USES AND RESTRICTIONS - The Snapvine APIs are owned by Snapvine, Inc. (hereinafter "Snapvine") and are licensed to you (hereinafter "Licensee") on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These terms define use of the Snapvine APIs, all updates, revisions, substitutions, and any copies of the Snapvine APIs made by or for you. All rights not expressly granted to you are reserved by Snapvine.

    1. You shall not:
      1. Use Snapvine APIs in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality.
      2. Use Snapvine APIs in a manner that adversely impacts the stability of Snapvine.com servers or adversely impacts the behavior of other applications using the Snapvine APIs.
      3. Sell, lease, or sublicense Snapvine APIs or access thereto or derive revenues from the use or provision of Snapvine APIs, whether for direct commercial or monetary gain or otherwise, except as set forth below.

    Licensee is solely responsible for its use of the Snapvine APIs. The inclusion of a link on Licensee's site does not imply an endorsement by or any affiliation with Snapvine.

  2. PROPRIETARY RIGHTS - As between Snapvine and Licensee, the APIs and all intellectual property rights in and to the APIs are and shall at all times remain the sole and exclusive property of Snapvine and are protected by applicable intellectual property laws and treaties.

  3. FEES AND PAYMENTS - Snapvine is committed to free and open access to our APIs for commercial and non-commercial purposes. Snapvine reserves the right to place or serve advertisements through the API. The APIs do have real costs for Snapvine. For uses of Snapvine APIs over a certain rate or for certain types of commercial applications, Snapvine reserves the right to charge fees for future use of or access to the Snapvine APIs.

  4. OTHER RESTRICTIONS - Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the APIs, or (ii) otherwise use the APIs on behalf of any third party. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Snapvine or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee violates any of the foregoing restrictions, Snapvine shall own all right, title and interest relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in while or in part, using the APIs. Licensee hereby agrees to make all assignments necessary to accomplish the foregoing ownership.

  5. WARRANTY DISCLAIMER - THE APIs ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, SNAPVINE AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE APIs, 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, SNAPVINE DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE APIs WILL BE UNINTERRUPTED OR ERROR FREE.

  6. SUPPORT AND UPGRADES - This Agreement does not entitle Licensee to any support for the APIs, unless Licensee makes separate arrangements with Snapvine and pays all fees associated with such support. Any such support provided by Snapvine shall be subject to the terms of this Agreement.

  7. LIABILITY LIMITATION - REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL SNAPVINE OR ITS VENDORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE APIs, EVEN IF SNAPVINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. 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, SNAPVINE DISCLAIMS ALL LIABILITY OF ANY KIND OF SNAPVINE'S VENDORS.

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

  9. TERM AND TERMINATION - Your license to the Snapvine APIs under these terms continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the Snapvine APIs. Snapvine may terminate the license at any time for any reason or in the future charge for commercial usage. Your rights to use the Snapvine APIs terminate automatically if (i) you violate any of these terms, (ii) Snapvine publicly posts a written notice of termination on Snapvine.com, (iii) Snapvine sends a written notice of termination to you, or (iv) Snapvine disables access to the Snapvine APIs to you. 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 APIs, and shall so certify to Snapvine that such actions have occurred. Snapvine shall have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 6 through 11 and all accrued rights to payment 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 APIs 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 APIs are a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the APIs 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 APIs in violation of any such restrictions, laws or regulations. By downloading or using the APIs, 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 - Snapvine and Licensee are independent entities, and nothing in the Terms, or via use the API will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Snapvine and you. This Agreement constitutes the entire agreement between Licensee and Snapvine 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 Washington law without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. 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 Snapvine to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Snapvine'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 Snapvine's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Snapvine expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.