Developer Network Terms of Service and Commercial Terms

Innovative Interfaces Holdings Ltd. and its subsidiaries and affiliates (“Innovative”)

Updated February 7, 2018

THIS IS A LEGALLY BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING "SIGN UP", YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU HAVE ANY QUESTIONS OR COMMENTS TO THIS AGREEMENT, PLEASE CONSULT YOUR ATTORNEY. YOU MAY ALSO CONTACT US AT IDNadmin@iii.com PRIOR TO ACCEPTING THESE TERMS. INNOVATIVE RESERVES THE RIGHT TO MODIFY THESE TERMS AND CONDITIONS WITHOUT PRIOR NOTICE, WITH SUCH MODIFICATIONS BEING EFFECTIVE AS OF THE DATE OF POSTING ON THE SITE (AS DEFINED BELOW).

THE TERMS AND CONDITIONS CONTAINED HEREIN GOVERN API AND SITE USAGE BY BOTH CURRENT INNOVATIVE CUSTOMERS AND PARTIES WHO ARE NOT CURRENT INNOVATIVE CUSTOMERS.

USAGE FEES. If you are a current Innovative customer or third-party developer, your non-commercial use of the Site and the APIs are free of charge.

GRANT OF LICENSE. Subject to your ("Licensee's") full compliance with all of the terms and conditions of this API Agreement ("Agreement"), Innovative Interfaces Holdings Ltd. and its subsidiaries and affiliates (“Innovative”) hereby grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to use Innovative's application program interfaces, software, data provided by such application program interfaces and other materials provided by Innovative at developer.iii.com (the “Site”) and the results and proceeds thereof (collectively, including all data, referred to as "APIs") solely to develop and distribute, free of charge, applications that interoperate with the APIs for use in regular public or academic library operations. This grant of license is the sole and exclusive license grant relating to the APIs, and no license, express or implied, is granted to Licensee by virtue of any other license agreement between Licensee and Innovative.

Licensee may not install or use the APIs for any other purpose without Innovative's prior written consent. Licensee shall not use the APIs in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of illegal activities or activities in conflict with established industry norms (to be determined at Innovative's sole reasonable discretion). Use of the APIs for purposes that support, encourage or induce copyright infringement is strictly prohibited.

COMMERCIAL LICENSE. In the event that Licensee wishes to commercialize or otherwise sell Licensee's software developed pursuant to this Agreement, Licensee must first become an Innovative Reseller by executing additional licensing agreements with Innovative. For more information about becoming a Reseller, please contact IDNadmin@iii.com.

ATTRIBUTION REQUIREMENTS. Licensee must reasonably display attribution on all embodiments and uses of the APIs, including, but not limited to Licensee's web site in a manner consistent with the following guidelines: All uses of the APIs must reasonably display the Innovative Logo (the “Logo”) available by contacting IDNadmin@iii.com along with a link to www.iii.com using the standard linking format.

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, create derivative works from, or alter any part of the APIs;
  • (ii) crawl, spider, index or in any way store information obtained from the APIs (except ephemeral copies in a cache pursuant to industry norms);
  • (iii) Attempt to gain unauthorized access to the Site or any part thereof;
  • (iv) Impersonate another person or falsely say or imply association with another person or entity;
  • (v) Collect or mine information about other users of the Site;
  • (vi) Interfere with or disrupt (or attempt to interfere with or disrupt) any content available at the Site, servers, or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
  • (vii) Breach or impair or circumvent any security or authentication measures protecting the Site, or attempt to undertake such activities;
  • (viii) Use the APIs in any way which would cause Innovative to become subject to an open source license;
  • (ix) Use the Site or its contents for commercial purposes
  • (x) Submit or link to any content that:
    • a. misappropriates or infringes the intellectual property or other rights of any person or entity;
    • b. violates anyone's privacy or publicity rights or violates applicable law;
    • c. breaches any duty of confidentiality, nondisclosure or use restrictions that you owe to anyone;
    • d. is harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable as solely determined by Innovative;
    • e. contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware;
    • f. contains false or deceptive language, unsubstantiated or comparative claims regarding Innovative or third party products, advertising, commercial referrals, spam or any other solicitation, including solicitation of lawsuits; or
    • g. otherwise use the APIs on behalf of any third party.

Innovative reserves the right to make any and all alterations to the APIs and applicable Site service levels. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Innovative or any other party or licensor except in accordance with attribution requirements herein. No rights or licenses are granted except as expressly and unambiguously set forth herein. Innovative reserves all rights and causes of action in connection with any breach of this Agreement.

SITE CONTROL AND PRIVACY. Innovative reserves the right to refuse access to, to remove any submitted content of, or to terminate service to, any party to the Site for any reason whatsoever. Your information is collected and used by the Site pursuant to the Innovative Privacy Policy, which can be found at https://www.iii.com/legal/#privacystatement.

DATA COLLECTION. From time to time, Innovative may collect Licensee non-personally identifying information in order to improve Site performance. Innovative uses a variety of methods to collect such information, including the use of “cookies” on Licensee computers. Licensee hereby consents to Innovative collecting such information, including by use of “cookies.”

RESPONSES TO GOVERNMENTAL INQUIRIES. Innovative reserves the right to disclose any information as Innovative deems reasonably necessary to satisfy any applicable law, regulation, legal process or governmental request.

PROPRIETARY RIGHTS. As between Innovative and Licensee, the APIs and all intellectual property rights in and to the APIs (including all data provided therein) are and shall at all times remain the sole and exclusive property of Innovative and are protected by applicable intellectual property laws and treaties.

LICENSE TO INNOVATIVE. Licensee hereby grants to Innovative the non-exclusive right and license to display, promote and link to all websites and other products using the APIs, provided that Innovative shall (i) give Licensee notice of such display/distribution (ii) attribute the work to Licensee and include a url or other contact information for Licensee as reasonably determined by Innovative in its sole discretion. Licensee further grants to Innovative an irrevocable, non-exclusive license to any and all data and software provided by Licensee to Innovative in connection with or resulting from Licensee's use of the APIs, including without limitation, any user data. Licensee represents and warrants that all materials provided by Licensee to Innovative shall not violate any third party rights and shall be free of any and all claims.

WARRANTY DISCLAIMER. THE APIs ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, INNOVATIVE 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, INNOVATIVE DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE APIs WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT LICENSEE’S DISCLOSURE OF ANY INFORMATION ON THE SITE (INCLUDING PERSONALLY IDENTIFYING INFORMATION) WILL NOT BE MISAPPROPRIATED BY ANOTHER PARTY.

SUPPORT AND UPGRADES. This Agreement does not entitle Licensee to any support for the APIs, unless Licensee makes separate arrangements with Innovative in writing and meets all obligations under such separate arrangements. Any such support provided by Innovative shall be subject to the terms of this Agreement.

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 INNOVATIVE 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 INNOVATIVE 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, INNOVATIVE DISCLAIMS ALL LIABILITY OF ANY KIND OF INNOVATIVE’S VENDORS.

INDEMNITY. Licensee agrees that Innovative shall have no liability whatsoever for any use Licensee makes of the APIs. Licensee shall indemnify and hold harmless Innovative from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the APIs or for any breach of this Agreement and/or any of the representations and warranties made herein.

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 APIs, and shall so certify to Innovative that such actions have occurred (including all cached ephemeral copies). Those sections of this Agreement intended by Innovative to survive the termination of this Agreement shall so survive.

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.

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.

MISCELLANEOUS. This Agreement constitutes the entire agreement between Licensee and Innovative 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 California law as such law applies to agreements between California residents entered into and to be performed within California 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 Innovative, any action or proceeding arising from or relating to this Agreement must be brought in the Northern Federal District of California or in state court in California and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, waiving any objections to such venue, including forum non conveniens. 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 Innovative. 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 Innovative to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Innovative'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 Innovative's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Innovative expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.