Acceptance of Terms
If you are entering into this TOU on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOU. In that case, the terms ?you? or ?your? shall also refer to such entity. If you do not have such authority, or if you do not agree with this TOU, you may not use the website/Sedro API. You acknowledge that this API TOU is a contract between you and Sedro, even though it is electronic and is not physically signed by you and Sedro, and it governs your use of the Sedro API.
Ownership of content
This website and the material on this website may not be modified, copied, distributed, republished, downloaded, uploaded or commercially exploited in any manner without the prior written consent of Aaron, except that you are permitted to print or download on a single computer a copy of any of the materials on this website for personal non-commercial use, provided no copyright, trademark or other proprietary notices are removed. No intellectual property or other rights in or to this website or its contents are transferred to you.
This software is provided with no guarantee.
All access and use is at your own risk.
Right to refuse access or service
We maintain the right to refuse access to this website/API at any time for any reason to any person, group, system, service, software or hardware entity
You agree that you will
not transmit, post, send, upload, distribute, submit or otherwise make available any content that is unlawful or infringes, violates or misappropriates any patent, trademark, trade secret, publicity right, privacy right, copyright or any other intellectual property rights or any other rights of any third party
not access, or attempt to access, restricted or registration-required portions of the website by any means other than the interface provided.
You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
have no additional questions or concerns regarding these terms of service and/or the privacy statement
You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Sedri API or portion thereof
Reliance on API
Sedro is still evolving, and we need the flexibility to occasionally make changes to our APIs, including backwards incompatible ones. Also, parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our API may change at any time, you should not rely on these behaviors.
Applicable laws or agreements
You may not use the Sedro API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this TOU or Sedro?s other agreements to which you are subject.
Modification of the TOU
We may change, add to or delete this TOU or any portion thereof from time to time in our sole discretion. If we make a material change to this TOU, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Sedro API. If any change in unacceptable to you, then your only recourse is to cease all use of the Sedro API. Your continued access or use of the Sedro API will mean that you agree to the updates and modifications.
Disclaimer of Warranties; Limitation of Liability; Indemnity
NO WARRANTIES. THE SEDRO API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN ?AS IS? AND ?AS AVAILABLE? BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Sedro EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SEDRO DOES NOT WARRANT THAT THE SEDRO API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SEDRO API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Sedro OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOU.
LIMITATION ON LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL SEDRO BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOU BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOU. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, SEDRO?S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, hold harmless and indemnify Sedro, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users? use of the Application, Sedro API or Data, use of Sedro Brand, or violation of this TOU, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys? fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
This TOU and any claim, cause of action or dispute (?Claim?) arising out of or related to this Agreement shall be governed by the laws of the state of California, United States, regardless of your country of origin or where you access the Sedro Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Sedro agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the county of San Francisco, California or the U.S. District Court for the Northern District of California. You and Sedro agree to submit to the personal jurisdiction of the courts located within the county of San Francisco, California or the Northern District of California, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Sedro shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If any provision of this TOU is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this TOU will not be affected in any way.
This TOU and any documents incorporated into this TOU by reference, constitute the entire agreement between you and Sedro regarding the Sedro APIs and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this TOU.
No Informal Waivers, Agreements, or Representations
Our failure to act with respect to a breach of this TOU by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or Sedro Service or any Sedro APIs, or other material used or displayed through the Sedro Developer Site.
Assignment and Delegation
You may not assign or delegate any rights or obligations under this TOU, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this TOU, fully or partially without notice to you.
Potential Other Rights and Obligations
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
If you have questions or comments about this TOU, or wish to make use of our Sedro API in any way not permitted by this TOU, please contact us via email at firstname.lastname@example.org