The following contains LEGAL INFORMATION and NOTICES. PLEASE READ CAREFULLY.
Thank you for using Ayzenberg Group’s APIs, developer services, and associated software (collectively, "APIs"). By accessing or using our APIs, you are agreeing to the terms stated below. If there is a conflict between these terms and additional terms applicable to a given API, the additional terms will control for that conflict. Collectively, we refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the "Terms." You agree to comply with the Terms and that the Terms control your relationship with us. So please read all the Terms carefully. If you use the APIs as an interface to, or in conjunction with other Ayzenberg products or services, then the terms for those other products or services also apply.
Under the Terms, the references to ”Ayzenberg” “Social Index” means Ayzenberg Group, with offices at 49 E. Walnut Street, Pasadena, CA 91103, unless set forth otherwise in additional terms applicable for a given API. We may refer to "Ayzenberg”, "Social Index” or the “[a] EMV Index” as "we", "our", or "us" in the Terms.
Section 1: Account and Registration
a. Accepting the Terms
You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with Ayzenberg, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.
b. Entity Level Acceptance
If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).
In order to access our APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to Ayzenberg Group will always be accurate and up to date and you'll inform us promptly of any updates.
Section 2: Using Our APIs
a. Your End Users
You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
b. Compliance with Law, Third Party Rights, and Other Ayzenberg Terms of Service
You will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Ayzenberg (or its affiliates).
c. Permitted Access
You will only access (or attempt to access) an API by the means described in the documentation of that API. If Ayzenberg assigns you developer credentials (e.g. client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs. Your use of the data to shall be limited to use solely for the following purposes: a.) To use, display and distribute Licensed Materials to your Customers and Users within your Software platform, for benchmarking and analysis of the online video industry; and b.) To attribute to Ayzenberg Group, Inc. any Licensed Materials displayed within Your Software platform, so that Ayzenberg Group, Inc.’s name is visible to any Customers and Users of your Software Services who use features that display Licensed Materials;
d. API Limitations
Based on your license with Ayzenberg, we set and enforce limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Ayzenberg’s express consent (and we may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the relevant Ayzenberg team for information by contacting us at email@example.com.
e. Open Source Software
Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Ayzenberg for the applicable open source software.
f. Communication with Ayzenberg
We may send you certain communications in connection with your use of the APIs. Instructions for opting out of this types of communication are available in the communications sent.
If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.
The Terms are non-exclusive. You acknowledge that Ayzenberg may develop products or services that may compete with the API Clients or any other products or services.
Section 3: Your API Clients
a. API Clients and Monitoring
The APIs are designed to help you enhance your websites and applications ("API Client(s)"). YOU AGREE THAT AYZENBERG MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE AYZENBERG PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Ayzenberg accessing and using your API Client, for example to identify security issues that could affect Ayzenberg or its users. You will not interfere with this monitoring. Ayzenberg may use any technical means to overcome such interference. Ayzenberg may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.
You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information ("PII"), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.
Ayzenberg does not acquire ownership of your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.
d. User Privacy and API Clients
Section 4: Prohibitions and Confidentiality
a. API Prohibitions
When using the APIs, you may not (or allow those acting on your behalf to):
Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
Perform an action with the intent of introducing to Ayzenberg products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
Defame, abuse, harass, stalk, or threaten others.
Interfere with or disrupt the APIs or the servers or networks providing the APIs.
Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
Remove, obscure, or alter any Ayzenberg terms of service or any links to or notices of those terms.
b. Confidential Matters
Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.
Our communications to you and our APIs may contain Ayzenberg confidential information. Ayzenberg confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Ayzenberg's prior written consent. Ayzenberg confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Ayzenberg confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
Section 5: Content
a. Content Accessible Through our APIs
Our APIs contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.
b. Submission of Content
Some of our APIs allow the submission of content. Ayzenberg does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling Ayzenberg to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable Ayzenberg privacy policies, you give Ayzenberg a perpetual, irrevocable, worldwide, sub-licensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. "Use" means use, host, store, modify, communicate, and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.
c. Retrieval of content
When a user's non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.
d. Prohibitions on Content
Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:
Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
Misrepresent the source or ownership; or
Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
e. Customer and User Access
During the Term, your Customers and Users may access metrics that include Licensed Materials by way of your Software platform. For clarity, Your Customers may not further sublicense Ayzenberg Group, Inc. Data to a third party. You intend, as best as possible, to use and display Licensed Materials in your Software platform, from Licensed Materials that you will access from Ayzenberg Group, Inc. The sole purpose of your use of Ayzenberg Group, Inc. Data will be for providing third party data and metrics to your Customers and Users, who may use these data and metrics for industry benchmarking and analysis purposes.
You intend to use Ayzenberg Group, Inc. Data at no cost or fee to Ayzenberg Group, Inc., in exchange for attribution to Ayzenberg Group, Inc. whenever a metric that includes Ayzenberg Group, Inc. Data is displayed within your Software platform, Such Ayzenberg Group, Inc. Data shall be limited to the use of baseline Ayzenberg EMV Index data, which is not vertical‐specific, and which shall be used by solely to calculate an estimated media value metric (such as the metric you plans to name “EMV” to be included in your new Proprietary software product), and which additionally may be included across your Software platform. Additionally, if mutually agreed upon in writing by both you and Ayzenberg Group, Inc. (email sufficient), the Licensed Data under this Agreement may also be extended to include vertical‐specific EMV Index data in the future. Ayzenberg Group, Inc. Data shall not be used by you to formulate any calculations that are competitive to Ayzenberg Group, Inc.’s’ EMV Index calculations and metrics, including under your EMV or any other name, or for vertical‐specific calculations. You shall periodically provide Ayzenberg Group, Inc. with the following information about any of your customers who access your Software platform that features Ayzenberg Group, Inc. Data: company type by industry (names redacted) and company size.
Section 6: Brand Features; Attribution
You agree to display any attribution(s) required by Ayzenberg as described in the documentation for the API. Ayzenberg hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display Ayzenberg metrics for the purpose of promoting or advertising that you use the APIs. You must only use Ayzenberg metrics and attribution in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using APIs, you must follow the Ayzenberg Use Guidelines. You understand and agree that Ayzenberg has the sole discretion to determine whether your attribution(s) and use of Ayzenberg are in accordance with the above requirements and guidelines. You will attribute the source of Licensed Materials to Ayzenberg Group, Inc., wherever Licensed Materials are made available to your Customers and Users in your Software platform. Ayzenberg Group, Inc. grants you the non‐ transferable right and license to use and display Ayzenberg Group, Inc.’s trade names, trademarks and branding (the “Ayzenberg Group, Inc. Trademarks”) solely about the Licensed Materials. You shall add the following specific attributions to Ayzenberg Group, Inc. wherever Ayzenberg Group, Inc. Data is displayed within your Software platform: 1) Ayzenberg Group, Inc.’s [a] EMV mark visibly displayed; 2) A link from your Software platform to the Ayzenberg Group, Inc.’s landing page. You will provide to Ayzenberg Group, Inc. a one‐seat log‐in to your Proprietary software platform for the duration of this Agreement, to be used by a single technical or product user of Ayzenberg Group, Inc.’s staff for the sole purpose of monitoring usage of attributed Ayzenberg Group, Inc. Data within the Proprietary software. If Ayzenberg Group, Inc. would like to access additional Software log‐ins to be used for any business uses by other Ayzenberg Group, Inc. teams, then Ayzenberg Group, Inc. must access additional licenses via a separate agreement with you through your usual software pricing and agreement process. You and Ayzenberg Group, Inc. also agree to a joint press release upon your integration of Ayzenberg Group, Inc. Data into your Software platform. You acknowledge the great value of the goodwill associated with the Ayzenberg Group, Inc. Trademarks and agrees that the Ayzenberg Group, Inc. Trademarks are the sole property of Ayzenberg Group, Inc. You agree that it shall not assert any claim of ownership to the Ayzenberg Group, Inc. Trademarks or otherwise interfere with Ayzenberg Group, Inc.’s sole and exclusive rights to said Ayzenberg Group, Inc. Trademarks.
You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by Ayzenberg without Ayzenberg's prior written approval.
d. Promotional and Marketing Use
In the course of promoting, marketing, or demonstrating the APIs you are using and the associated Ayzenberg products, Ayzenberg may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes. Ayzenberg reserves the right to promote its services with the logo from your company as long as you use the APIs.
Section 7: Privacy and Copyright Protection
a. Ayzenberg Privacy Policies
By using our APIs, Ayzenberg may use submitted information in accordance with our privacy policies.
b. Ayzenberg DMCA Policy
We provide information to help copyright holders manage their intellectual property online, but we can't determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, contact us at firstname.lastname@example.org.
Section 8: Termination
You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide Ayzenberg with prior written notice and upon termination, cease your use of the applicable APIs. Ayzenberg reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you. If you are in an paid engagement to use Ayzenberg APIs, termination can be at the end of a contract period without notification. Paid APIs use can also be terminated with cause, including but not limited to, breaking the Terms laid out in this document.
b. Your Obligations Post-Termination
Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of Ayzenberg software, and delete any cached or stored content that was permitted by the cache header under Section 5. Ayzenberg may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.
c. Surviving Provisions
When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4b, 5, 8, 9, and 10.
Section 9: Liability for our APIs
EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER AYZENBERG NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS".
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
b. LIMITATION OF LIABILITY
WHEN PERMITTED BY LAW, AYZENBERG, AND AYZENBERG'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AYZENBERG, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
IN ALL CASES, AYZENBERG, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Unless prohibited by applicable law, if you are a business, you will defend and indemnify Ayzenberg, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
your misuse or your end user's misuse of the APIs;
your violation or your end user's violation of the Terms; or
any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.
Section 10: General Provisions
We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We'll post notice of modifications to the Terms within the documentation of each applicable API, to the Ayzenberg and Social Index website. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.
b. U.S. Federal Agency Entities
The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
c. General Legal Terms
We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Ayzenberg does not take action right away, this does not mean that Ayzenberg is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Ayzenberg relating to its subject and supersede any prior or contemporaneous agreements on that subject. For information about how to contact Ayzenberg, please visit our contact page on ayzenberg.com.
Except as set forth below: (i) the laws of California, U.S.A., excluding California's conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF LOS ANGELES COUNTY, CALIFORNIA, USA, AND YOU AND AYZENBERG CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
If you are accepting the Terms on behalf of a United States federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs. Solely to the extent permitted by United States Federal law: (i) the laws of the State of California (excluding California's conflict of laws rules) will apply in the absence of applicable federal law; and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN LOS ANGELES COUNTY, CALIFORNIA.
If you are accepting the Terms on behalf of a United States city, county, or state government entity, then the following applies instead of the paragraph above: the parties agree to remain silent regarding governing law and venue.
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