Special Terms and Conditions for Ohloh API

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written by Robin Luckey
aug 22 2007
 

THIS DOCUMENT IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU (“YOU” OR “YOUR”) AND OHLOH CORPORATION (“OHLOH”). BY INSTALLING AND/OR USING THE OHLOH REST-BASED PROGRAMMING INTERFACE (THE “API”) MADE AVAILABLE TO YOU FROM OHLOH, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH BELOW. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR OTHERWISE USE THE API. YOU HAVE NOT BECOME A LICENSEE OF AND ARE NOT AUTHORIZED TO INSTALL AND/OR USE THE API UNLESS AND UNTIL YOU HAVE AGREED TO BE BOUND BY ALL OF THESE TERMS. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY YOU FIRST INSTALL OR USE THE API.

  1. LICENSE GRANT AND LIMIT ON REQUESTS.

1.1 LICENSE GRANT. Subject to the terms and conditions of this Agreement, Ohloh grants to You (and You agree to comply with) a royalty-free, fully paid up, worldwide, non-sublicensable, non-transferable, non-exclusive, limited license to: (i) use the API solely to access data, content, information and materials (collectively, “Data”) from the Site (as defined herein) only for Your personal use if You are an individual and only for Your internal business use if You are an organization or agent of Your organization. “Site” means the Ohloh website located at the following URL: www.ohloh.net. You must obtain a license key to use the API (“API Key”). In order to obtain an API Key from Ohloh, You agree to provide true, current and accurate contact information and a brief description of Your intended use of the API, which information Ohloh shall collect and use in accordance with the terms of Ohloh’s then-current privacy policy, which is located at the following URL:http://www.ohloh.net/about/privacy. You agree not to share Your API Key with any third party or use an API Key issued to a third party by Ohloh, and You agree to be responsible for the acts and/or omissions of any third party that uses the API Key issued to You.

1.2 LIMIT ON REQUESTS. Unless otherwise provided in a separate agreement entered into between Ohloh and You, the maximum number of Data requests You may make to the Site is limited to one thousand (1,000) per day per API Key. Furthermore, Ohloh reserves the right to make changes to the maximum number of daily Data requests per API key without notice if Ohloh determines, in its sole discretion, that such use interferes with the operation of the Site.

  1. OWNERSHIP AND RESTRICTED USE; ATTRIBUTION.

2.1 OWNERSHIP AND RESTRICTED USE. For purposes of this Agreement, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law and any and all other proprietary rights. Ohloh shall retain ownership of the API, including all Intellectual Property Rights therein. The Data is the copyrighted work of Ohloh or Ohloh’s contributors. You agree not to, and not to allow others to: Ii) adapt, alter or modify API, or any component thereof, including without limitation, the source code and any other underlying ideas or algorithms of the API; (ii) create, or assist other parties to create, API Keys that enable the API; (iii) copy the API; or (iv) transfer, sublicense, loan, sell, lease or use for timesharing or service bureau purposes the API or any component thereof.

2.2 ATTRIBUTION. You agree to attribute Ohloh as the source of any Data that You include in Your publications and/or web pages by including a link from your website and/or reference in your printed materials to HYPERLINK "http://www.ohloh.net" www.ohloh.net. Ohloh grants You a royalty-free, fully paid-up, worldwide, non-transferable, non-exclusive, limited license to use Ohloh’s name (the “Ohloh Mark”) solely for the purposes of attributing Ohloh as the source of Data in and/or on Your publications and/or web pages. Such use shall be in accordance with applicable trademark law and Ohloh’s trademark guidelines as revised from time to time. You agree that any such use shall inure solely to the benefit of Ohloh, and that You shall not obtain any rights in the Ohloh Mark beyond the rights expressly granted pursuant to this Agreement. You further agree not to register Ohloh’s trademarks or confusingly similar trademarks with any governmental authority, and not to challenge the rights of Ohloh in the Ohloh Mark. You shall take all actions necessary, in Ohloh’s discretion, to preserve and protect the reputation and good name of Ohloh.

  1. TERM AND TERMINATION. This Agreement will commence upon the Effective Date and will continue unless terminated in accordance with the terms set forth below in Section 3 of this Agreement. Upon written notice, Ohloh may immediately terminate this Agreement, in whole or in part, (i) if You are in breach of Section 1.1 (License Grant), Section 2 (Ownership, Restricted Use) or Section 4 (Confidential Information); or (ii) You are in material breach of this Agreement more than twice in any three-month period. Upon termination of this Agreement, all licenses and any other rights to use the websites hosted by Ohloh shall automatically and immediately terminate. Termination of this Agreement or any license shall not limit either party from pursuing other remedies available to it, including injunctive relief.

  2. CONFIDENTIAL INFORMATION. Under this Agreement, one party (the “Discloser”) may disclose to the other party (the “Recipient”) certain information, whether in tangible, intangible, visual or electronic form, that the Recipient knows or should know that the Discloser considers confidential and/or proprietary, whether or not the information is specifically marked as “confidential” or with any similar designation (“Confidential Information”), including, but not limited to: trade secrets; financial information; technical information, research, development, procedures, algorithms, data, designs, and know-how; business information, operations, planning and marketing interests. You acknowledge that the source code of the API remains the Confidential Information of Ohloh and that You are not entitled to disclose the source code of the API for any reason at any time. The Recipient shall not disclose or cause to be disclosed any of Discloser’s Confidential Information to any third party, except to those employees, agents, representatives, or contractors of the parties who require access to the Confidential Information to perform under this Agreement (“Authorized Personnel”) and who are bound by written agreement: not to disclose third party confidential or proprietary information disclosed to Recipient. Furthermore, the Recipient agrees to be responsible for any act and/or omission of any Authorized Personnel in breach of this Section. Recipient shall protect the Confidential Information of Discloser by using the same degree of care, but no less than a reasonable degree of care, that the Recipient uses to protect its own confidential information of a like nature. Confidential Information shall not include information that: (i) is or becomes publicly available through no act or omission of the Recipient; (ii) was in the Recipient’s possession without restriction on disclosure prior to the disclosure by the Discloser; (iii) is disclosed to the Recipient by a third party without restriction on discloser; (iv) is independently developed by the Recipient without access to the Discloser’s Confidential Information. The Recipient’s disclosure of the Discloser’s Confidential Information in order to comply with a court order, subpoena, or other government demand shall not be a breach of this Section 4; provided that Recipient promptly provides prior written notice of such required disclosure to the Discloser in order to afford the Discloser an opportunity to seek a protective order or other legal remedy to prevent such disclosure. A breach of this Section 4 shall cause irreparable injury to the Discloser for which the Discloser shall not have an adequate remedy at law; therefore, the Discloser shall be entitled to seek equitable relief in court, including, but not limited to, temporary restraining orders or preliminary or permanent injunctions.

  3. WARRANTY DISCLAIMER. OHLOH MAKES NO WARRANTY OF ANY KIND, AND OHLOH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATED TO OR IN CONNECTION WITH THE API AND/OR DATA, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE API AND DATA ARE PROVIDED TO YOU ON AN “AS IS” AND “WHERE IS” BASIS. OHLOH DOES NOT WARRANT THAT THE API AND/OR DATA, AS APPLICABLE, (1) WILL SATISFY YOUR REQUIREMENTS, (2) WILL BE UNINTERRUPTED, (3) ARE WITHOUT DEFECT OR ERROR, OR (4) THAT OPERATION THEREOF WILL PROVIDE ANY PARTICULAR LEVEL OF FUNCTIONALITY OR PERFORMANCE. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE API AND DATA. OHLOH ASSUMES NO RESPONSIBILITY FOR THE PROPER INSTALLATION AND USE OF THE API, AND OHLOH MAKES NO REPRESENTATIONS ABOUT ANY DATA ACCESSED THROUGH THE API.

  4. LIMITATION OF LIABILITY. IN NO EVENT WILL OHLOH BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE API OR DATA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST DATA OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND WHETHER OR NOT OHLOH WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGE AND REGARDLESS OF WHETHER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

  5. LIMITATION ON DAMAGES. IN NO EVENT WILL OHLOH’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS (US$100).

  6. MISCELLANEOUS. The law of the State of Washington and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern this Agreement. Any disputes relating to this Agreement will be heard in the state and federal courts located in King County, Washington except that either party may seek injunctive relief in any jurisdiction. If any of the terms of this Agreement are found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms of this Agreement will be modified. Ohloh’s failure to enforce any of the terms of this Agreement shall not constitute a waiver of such term. This Agreement is the entire agreement between You and Ohloh and supersedes all prior or contemporaneous negotiations, discussions or agreements, written or oral, between You and Ohloh about the subject matter hereof. The ownership provision, disclaimer of warranties, limitation of liability, limitation on damages and general provisions shall survive any termination of this Agreement.