API End User License Agreement
Last Updated: May 11, 2018
Last Updated: May 11, 2018
This End User License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and Portfolium ("Licensor") regarding the use of Licensor's Application Programming Interfaces ("APIs"), which are attached to this Agreement. The API's may include user documentation provided in "online" or electronic form. By implementing, installing or using the Portfolium APIs, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use any of the Portfolium APIs. It is your responsibility to check back here regularly as these terms may change from time to time.
2. RESTRICTIONS. You will not (and will not authorize, enable or permit any third party to): (a) modify, make derivative works of, or copy or use the API or the API Content, except as expressly specified in this Agreement; (ii) reverse engineer, disassemble, decompile, or otherwise attempt to discover any source code or underlying ideas or algorithms of the API or any portion thereof (except to the extent that applicable law prohibits reverse engineering restrictions); (iii) provide, lend, sublicense, rent, loan, lease, sell, resell, transfer, assign, disclose, or otherwise distribute (except as expressly permitted herein) the API or API Content, or use the API Content in any third-party training, commercial time-sharing, or service bureau arrangement, or otherwise for the benefit of any third party; (v) use the API or any API Content in violation of any applicable law; or (vi) use or access the API for purposes of monitoring the availability, performance or functionality of any of Portfolium's products or services, or for any other benchmarking or competitive purposes. To the extent the API consists of software, You shall use such software in object code form only. As between Portfolium and You, all title, ownership rights, and intellectual property rights in and to the API and the API Content, and any copies or portions thereof, shall remain in Portfolium and its suppliers or licensors, and that this Agreement does not give you any rights except for those expressly granted herein. For clarity, except as expressly set forth herein, this Agreement does not include any right for You to use any trademark, service mark, trade name or other designation of Portfolium or any other party or licensor. You understand that Portfolium may modify or discontinue offering the API and/or any API Content at any time.
3. RULES OF CONDUCT. You shall comply with the following limitations and rules with respect to your use of the API and API Content:
3.1 There may be limits on access, calls, and use, as may be provided to you by Portfolium may, at its sole discretion, increase these limitations on a case-by-case basis; contact Portfolium at [email protected] to request such a change. If Portfolium believes that you have attempted to exceed or circumvent these limitations, your ability to use the Portfolium API and/or API Content may be temporarily or permanently blocked.
3.2 You may not modify, edit or revise any API Content delivered through the API, except as necessary due to technical limitations or to comply with the requirements of any networks, devices, services, or media, and you must otherwise maintain the integrity of the API Content.
3.3 If your application, website or service displays third party content commingled with API Content, you must ensure that the Portfolium API Platform is identified as the source on all API Content.
3.4 You may not remove, obscure, or alter any copyright, trademark or other proprietary notice from the API or any API Content, or any portion thereof.
3.5 End users of your website or service ("Users") must be presented with the option to log into Portfolium API Platform directly, or using Portfolium's currently supported login providers.
3.6 Once a User has authenticated, your application, website or service must clearly display the User's Portfolium API Platform identity regardless of the authentication provider used.
3.7 You may not use any API Content in any manner for advertising or promotional purposes.
You agree that Portfolium may monitor your use of the Portfolium API to improve Portfolium API Platform, and to ensure your compliance with this Agreement.
4. SUPPORT AND FEEDBACK. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the API (collectively, "Support"). Portfolium may, at its sole discretion, provide Support services, and any such services shall become part of the API and subject to this Agreement. You agree to report to Portfolium any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties, including without limitation, those related to interoperability. You agree that Portfolium shall be free to freely use, disclose, reproduce, license, distribute and otherwise exploit any such reports (and any other suggestions, improvements or modifications) that you provide to Portfolium relating to the API and/or API Content, without obligation or restriction of any kind on account of intellectual property rights or otherwise.
5. INDEMNITY. You agree that Portfolium shall have no liability whatsoever for any use you or any third party make of the API or any API Content. You hereby agree to indemnify and hold harmless Portfolium from any and all damages, losses, liability, costs, and expenses (including reasonable attorney's fees) arising in any manner from your use of the API and/or API Content.
6. WARRANTY DISCLAIMER. Portfolium PROVIDES THE API AND API CONTENT "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND, EXCEPT FOR BODILY INJURY, Portfolium HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL Portfolium OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) 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; (II) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES; OR (III) FOR ANY MATTERS BEYOND ITS REASONABLE CONTROL. Portfolium SHALL NOT BE LIABLE TO YOU UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES.
8. TERMINATION. You may terminate this Agreement and the license granted herein at any time by destroying or removing from all computers, networks, and storage media all copies of the API and API Content. Portfolium may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement, or if you otherwise engage in any activity that Portfolium reasonable determines is likely to cause liability to Portfolium may otherwise terminate this Agreement upon thirty (30) days advance notice to You (which may be provided by e-mail to You, or by a general notice posted on Portfolium's website). Upon receiving notice of termination from Portfolium you will destroy or remove from all computers, networks, and storage media all copies of the API and API Content. Sections 2, 4 (last sentence only) and 5 through 12 shall survive termination of this Agreement.
9. EXPORT CONTROLS. You 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 shall not export, or allow the export or re-export of the API or any API Content in violation of any such restrictions, laws or regulations. By accessing or using the API or any API Content, You are agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any restricted country or on any such list.
10. CONFIDENTIALITY. You may be given access to certain non-public information, software, and specifications relating to the Portfolium API ("Confidential Information"), which is confidential and proprietary to Portfolium You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Portfolium's prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
11. GOVERNMENT USE. If You are 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.
12. MISCELLANEOUS. This Agreement is personal to you and you shall not assign or transfer the Agreement or the API to any third party under any circumstances. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. 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. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California.
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