CleanMessaging API License Addendum
Revised June 3, 2016
This API License Addendum (“Addendum”) applies to API Users and is incorporated by reference into the CleanMessaging Terms of Service (“Terms”).
Certain features of the API Services may be subject to additional guidelines, terms or rules, which will be posted in the API Services in connection with such features. All such additional terms, guidelines and rules are incorporated by reference into this Addendum.
In this Addendum
“API” means the software program or programs in source code or executable code form, any documentation provided therewith, and any modified, updated, or enhanced versions of such items that CleanMessaging provides to API User pursuant to this Addendum. For the avoidance of doubt, the API is deemed part of the “Services” (as defined in the Terms).
“API Key” means the code provided by CleanMessaging that permits API User to access the API.
“API User App” means a plug-in or other software application that is (i) developed by or for API User to improve contact information through use of the Service and/or the API, and (ii) complies with the requirements of the Terms and this Addendum.
API License and Restrictions
Subject to the terms and conditions of this Addendum, CleanMessaging grants to API User a limited, non-exclusive, non-transferable, license to: (i) internally use the API Key to access the API, (ii) internally use, perform, display, reproduce the API solely as necessary to develop, maintain and support the API User App, in accordance with the specifications included in the API; and (iii) process Content obtained through the API, provided that the API User complies with all requirements in the Terms, including this Addendum, and does not further distribute Content unless pursuant to a binding written agreement that contains terms no less restrictive than the Terms, including this Addendum.
API User acknowledges that the API and its structure, organization, and source code constitute valuable trade secrets of CleanMessaging and its suppliers. Accordingly, API User agrees not to disclose, distribute, sublicense, lease, rent, loan, resell or otherwise transfer the data received from the Services or API, except as explicitly set forth in the Terms, including this Addendum.
API User will not, and will require any and all third parties to which it provides any data from the Services or the API (“Data Recipients”) to not, use such data for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, sending electronic communications (including email) in violation of applicable law, or any other activity or purpose identified as prohibited by CleanMessaging in any communication sent to API User. If CleanMessaging informs API User that a specified activity or purpose is prohibited, API User will ensure that any and all Data Recipients immediately cease processing of any such data for the prohibited activity or purpose. If API User is not subject to the laws based on the EU Data Protection Directive 95/46, or a corresponding legislation enacted by a non EU State, API User hereby agrees to either (i) subscribe to the Safe Harbor principles or (ii) contractually agree to provide at least the same level of protection for Personal Data as is required by the relevant Safe Harbor principles.
Confidentiality and Submitted Information
“Confidential Information” includes the API Key and API and any other materials of CleanMessaging that CleanMessaging designates as confidential or which API User should reasonably believe to be confidential, including Third Party Access Tokens and Account Credentials. API User shall hold CleanMessaging’s Confidential Information in confidence and shall neither disclose such Confidential Information to third parties nor use CleanMessaging’s Confidential Information for any purpose other than as necessary to perform under this Addendum. API User agrees to limit access to the Confidential Information to those employees, agents, and representatives who are necessary for API User to perform its obligations under this Addendum. All such employees, agents, and representatives must have a written confidentiality agreement with API User that is no less restrictive than the terms contained herein. API User will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as API User protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The foregoing restrictions on disclosure shall not apply to Confidential Information that is (a) already known by API User; (b) becomes, through no act or fault of API User, publicly known; (c) received by API User from a third party without a restriction on disclosure or use; or (d) independently developed by API User without reference to CleanMessaging’s Confidential Information.
To the extent API User submits any Contact Information to CleanMessaging via the API (“Submitted Information”), then: (i) as between CleanMessaging and API User, CleanMessaging shall regarding Submitted Information have the corresponding rights and duties vis-à-vis API User as API User has towards CleanMessaging regarding Content under the Terms, including this Addendum . Notwithstanding the foregoing, nothing herein shall restrict CleanMessaging from (ii) using, accessing, processing, collecting, disclosing, sharing, or distributing any contact information that CleanMessaging collects from publicly available sources via the Internet and social networks, including through their public or licensed API (“Public Data”), and (iii) providing, processing, or disclosing Public Information or any contact information that is provided by a third party to CleanMessaging, even if such information or Public Data is duplicative of Submitted Information.
API User agrees to indemnify and hold CleanMessaging (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) API User’s use of the Services, (b) API User’s violation of the Terms, including this Addendum; (c) API User’s violation of applicable laws or regulations (including any privacy laws), and (d) API User App. CleanMessaging reserves the right, at the API User’s expense, to assume the exclusive defense and control of any matter for which API User is required to indemnify CleanMessaging and API User agrees to cooperate with CleanMessaging’s defense of these claims. API User agrees not to settle any matter without the prior written consent of CleanMessaging. CleanMessaging will use reasonable efforts to notify API User of any such claim, action or proceeding upon becoming aware of it.
API User will immediately pay all fees applicable to the products or services purchased from CleanMessaging. The purchase path pages of the CleanMessaging website are hereby incorporated into this Addendum.
Term and Termination
This Addendum will remain in effect until the API User’s subscription has expired or it has been terminated as provided in this Section. API User may terminate this Addendum, effective immediately upon written notice to CleanMessaging, if CleanMessaging breaches any provision of this Addendum and does not cure the breach within thirty (30) days after receiving written notice thereof. CleanMessaging may terminate this Addendum, effective immediately upon written notice to API User, if API User breaches any provision of this Addendum. Either party may terminate this Addendum for convenience upon providing thirty (30) days’ notice to the other party. Upon termination or expiration of this Addendum for any reason, all licensed rights granted in this Addendum to API User will immediately cease to exist and API User will irrecoverably delete any and all data it received from the Services or the API.