Updated on December 15, 2016
IMPORTANT – READ CAREFULLY:
- Definitions. As used in this Agreement, the following defined terms shall apply:
1.1 Application means any software application, product, service or website that you develop, own or operate to interact with any API.
1.2 GetGo Brands means the name of any of the Services for which APIs are made available by GetGo through the Developer Program.
1.3 Confidential Information may include, but is not limited to, nonpublic information regarding the APIs or GetGo applications, products, services, data, ideas, inventions, features, software, techniques, technology, trade secrets, and business and financial information, or any other information relating to GetGo that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by GetGo, by its nature would be generally deemed to be confidential information, or that is not generally known or readily ascertainable to the public.
1.4 Registration Data means limited information about you collected by GetGo during the online registration process.
1.5 Services the GetGo software-as-a-service offerings and audio services (which are offered by GetGo Audio, LLC or Grasshopper Group LLC, the telecommunications providers responsible for the rates and terms relating to the respective audio services), as described in the Service Descriptions. GetGo may update the Services at any time.
2.2 Account Password/Security. You are responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account. You agree to notify GetGo immediately of any unauthorized use of your account or any other breach of security. GetGo is not be liable for any loss that you may incur as a result of a third party using your password or account, either with or without your knowledge.
- Licenses and Restrictions.
3.1 API License. Subject to the terms and conditions of this Agreement, GetGo grants you a limited, revocable, non‑exclusive, non-sublicensable, non‑transferable license to access and use the APIs (i) to develop, test and support your Application, and (ii) to enable end users of your Application to connect to and communicate with the applicable Services. You are not permitted to access or use the APIs beyond the scope of the description provided in the Application registration that has been accepted by GetGo.
3.2 Brand License and Trademarks. Subject to the terms and conditions of this Agreement, GetGo grants you a limited, revocable, non‑exclusive, non-sublicensable, non‑transferable license to display the applicable GetGo Brands solely as necessary to (i) show compatibility with the Service or (ii) enable end users of your Application to connect to and communicate with the applicable Services in furtherance of the license granted in Section 3.1. You are not permitted to use, register, or attempt to register any trademarks or domain names that are derived from or confusingly similar to those of the GetGo Brands.
3.3 Restrictions. By using any APIs, you agree not to (i) modify, prepare derivative works of, or reverse engineer, our APIs, Services, or technology; (ii) knowingly or negligently use our APIs or Services in a way that abuses or disrupts our networks, security systems, user accounts, or the Services; (iii) access or use the APIs for fraudulent or illegal purposes, or for any purpose that may be harmful to GetGo or its Services; (iv) market, sell, or resell the APIs or the Services to any third party; (v) use the Services in violation of our policies, applicable laws, or regulations; (vi) use the APIs in any Application, product or service that competes with any application, product or Service offered by GetGo, or to otherwise divert GetGo customers or potential customers from the Services,; (vii) harvest, collect, or gather user data without their consent; (viii) transmit through the APIs or Services any material that may infringe the intellectual property or other rights of third parties, or (ix) remove any proprietary rights notices on any APIs, the GetGo Brands, and any other materials you receive in connection with your participation in the Developer Program; (x) make any representations with respect to GetGo, the Services or this Agreement, or display the GetGo Brands in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and GetGo, (xi) access or use the APIs in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage.
- Proprietary Rights and GetGo Marks. You acknowledge that we or our licensors retain all proprietary right, title and interest in the APIs, the Services, and the GetGo Brands, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the GetGo Marks or is similar to any of these.
- Independent Development. You understand and acknowledge that GetGo may from time to time independently create applications, products or services that are similar to or competitive with your applications, products or services, and nothing in this Agreement will be construed as restricting or preventing GetGo from creating and fully exploiting such applications, products or services, without any obligation to you.
- Confidentiality. Unless expressly authorized in writing by GetGo, you shall not disclose to any third party any Confidential Information of GetGo, nor use such Confidential Information in any manner other than to perform your obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of your own, (ii) is already lawfully in your possession and not subject to a confidentiality obligation to GetGo, (iii) becomes known to you from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that you are obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided you supply GetGo with timely notice of such court order or subpoena. Furthermore, you will keep in confidence all passwords and/or other access information related to the APIs.
- Warranties. You hereby warrant to GetGo that you have all necessary authority to enter into and perform your obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party, and that the use by others of your applications, products or services shall not violate the rights of any third party (e.g., copyright, patent, trademark or other proprietary rights) or any applicable law or regulation. You hereby acknowledge and agree that the APIs are provided by GetGo on an “AS IS” and “AS AVAILABLE” basis. GETGO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GETGO MAKES NO WARRANTY THAT ANY OF THE APIs WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE APIs WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE; NOR DOES GETGO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APIs OR THAT ANY DEFECTS IN THE APIs WILL BE CORRECTED. GETGONO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GETGO OR THROUGH THE APIs SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- Limitation on Liability. IN NO EVENT SHALL GETGO BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT, WHETHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT GETGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GETGO’s LIABILITY HEREUNDER IS LIMITED TO $50.00.
- Indemnification. You agree to defend, indemnify, and hold harmless GetGo and its affiliates, and their respective directors, officers, agents, employees, consultants, agents and partners, from and against any third party claim arising from or in any way related to your use of the APIs, any violation of this Agreement by you, or any other actions related to your use of the APIs, including any liability or expense arising from claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.
- Choice of Law and Location for Resolving Disputes. This Agreement is governed by laws of the State of California, without reference to its choice of law rules. Exclusive jurisdiction over and venue of any dispute arising out of or relating to this Agreement will be in the state and federal courts of Santa Clara County, California.
- Additional Terms.
12.1 Relationship of the Parties. You and GetGo are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
12.2 Assignment. You may not assign your rights or delegate your duties under this Agreement either in whole or in part, by operation of law or otherwise and any such attempted assignment or delegation shall be void.
12.3 Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
12.4 Notice. GetGo may provide you with notice via email, regular mail and/or postings on the GetGo website.
12.5 High-Risk Use. You hereby acknowledge that the APIs and the Services are not designed or intended for access and/or use in or during high-risk activities including, but not limited to: medical procedures; online control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. GetGo hereby expressly disclaims any express or implied warranty of fitness for such purposes.
12.6 Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the APIs under this Agreement.
12.7 No Waiver. The failure of either party in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
12.8 No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
12.9 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect and the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement. In the event of any conflict between the content of this document and the documents incorporated by reference, this document shall control with respect to your use of the APIs.
12.10 Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to GetGo, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which GetGo may be legally entitled, GetGo shall have the right to immediately seek injunctive relief in the event of a breach of this Agreement by you or by any of your officers, employees, consultants or other agents.