This FanSnap Developer API and Affiliate Program License Agreement including all documents, agreements and policies that are incorporated into the Agreement by reference and all materials contained on the Developer Site or provided to you by us (collectively, the “Agreement”), describes the terms under which Nextag, Inc., through its FanSnap unit (“FanSnap”) offers you a license to use the FanSnap Application Programming Interface in the form provided by FanSnap (the “API”). If you are not willing to accept any of the terms of this Agreement, you may not use the FanSnap API.
Modifications to Agreement. FanSnap reserves the right to update and change, from time to time, the terms of this Agreement by posting the amended terms at relevant locations on www.fansnap.com/developers (the “Developer Site”) or providing you with the amended terms by email. All amended terms shall be effective when they are posted on the Developer Site. Use of the API after the date on which such changes become are posted shall constitute your acceptance of such changes.
API License. Subject to the terms and conditions of this Agreement, FanSnap hereby grants you a non-exclusive, non-transferable, non-sublicenseable license to use the API and the information FanSnap provides or makes available to you (the “FanSnap Content”) solely in accordance with this Agreement. You may do the following under this Agreement:
You may engage in the activities permitted above solely for the Permitted Use.
FanSnap shall provide you with confidential security keys and related passwords, if necessary (collectively, the “Client ID”) that will permit you to access the Database. The Client ID is the property of FanSnap and may be immediately revoked or terminated by FanSnap if you share the same with any third party, if compromised by a third party or if you use or access the API, FanSnap Content or the Database in any way not expressly permitted under this Agreement. FanSnap reserves the right to modify, change, update and/or enhance the API, permitted API calls, the Database, the Permitted Use and/or the FanSnap Site (each a “Modification”) at any time with or without notice to you in FanSnap’s sole and exclusive discretion. You acknowledge and agree that such Modifications may affect your Application and/or your site and may require you to make changes to your Application and/or your site at your cost to enable your Application and/or your site to continue to be compatible with, and/or interface with, the API, Database or the FanSnap Site. Without limiting the “Disclaimer of Other Warranties and Limitation of Liability” section below, FanSnap shall not be liable for any costs incurred by you, lost profits or damages of any kind arising out of or in connection with any Modification.
General. Your use of the FanSnap API is subject to the following conditions:
Approval. You shall be responsible for all costs you incur in association with any required approval of your Application and any modifications necessary to meet the approval criteria and you will not be permitted to publicly display your Application until approval is complete.
Display of FanSnap Content. You may only display the FanSnap Content in accordance with the guidelines set forth herein (including those provided to you by FanSnap or contained in the Developer Site).
Display of Logo. FanSnap hereby grants you a non-exclusive license to display the FanSnap Logo as described herein (including those provided to you by FanSnap or contained in the Developer Site). Notwithstanding anything to the contrary herein, FanSnap shall retain final approval over the placement of each such FanSnap Logo on your Application and your site, which such approval may be withdrawn or withheld in FanSnap’s sole discretion.
Affiliate Program You may elect to participate in FanSnap’s Affiliate Program and receive payment for transactions that are completed on the FanSnap Site by your users. All payments under the Affiliate Program will be made pursuant to the terms of the Affiliate Program as provided by FanSnap to you. All payments made under the Affiliate Program will be determined by FanSnap in its sole discretion. Without limitation, FanSnap reserves the right to withhold payments to the extent that it determines that transactions completed on the FanSnap Site are not legitimate or that you have violated the terms of this Agreement or the Affiliate Program.
Ownership; Sublicensing. As between FanSnap and you: (i) FanSnap retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the API, Database, FanSnap Content, FanSnap Site, and any and all FanSnap services and any content created or derived therefrom; and (ii) you and your suppliers retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your site and your Application, excluding (i) above and any other intellectual property rights owned by FanSnap. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by FanSnap or its suppliers. You shall not take any action inconsistent with FanSnap’s ownership of the API, Database, and/or FanSnap Content. Neither party shall exceed the scope of the licenses granted hereunder. All license rights (under any applicable intellectual property right) granted herein are not sublicenseable, transferable or assignable.
Competitive or Similar Materials. In no event shall FanSnap be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and/or distributing, materials which are competitive with your Application and/or other products or services provided by you (collectively, “Products”), irrespective of their similarity to current Products or Products that you may develop hereafter.
Uptime. FanSnap makes no guarantees with respect to the availability or uptime of the FanSnap Site, the API, the FanSnap Content or the Database. FanSnap may conduct maintenance on any of the foregoing at any time with or without notice to you.
API Call Limitations. The number of API calls you will be permitted to make during any given time period will be limited as described in the materials provided to you by FanSnap or on the Developer Site. FanSnap will determine, in its sole and exclusive discretion, such API call limit (the “Call Limitation”) based on various factors selected by FanSnap. Such factors may include, without limitation, the ways in which your Application may be used and/or the anticipated volume of usage associated with your Application. FanSnap may, in its sole and exclusive discretion, suspend your access to the API with or without notice to you in the event you exceed the Call Limitation.
Term and Termination. The term of this Agreement shall begin on the date on which you accept this Agreement online as reflected in FanSnap’s records (“Effective Date”) and shall continue until terminated in accordance with this Agreement. FanSnap reserves the right to terminate this Agreement or suspend or discontinue your access to the API, or any portion or feature thereof, for any or no reason and at any time with or without notice to you and without liability to you. In the event you wish to terminate this Agreement, you must email a termination notice to email@example.com. Any other methods used by you to terminate the Agreement will be void and shall not result in a termination. Your termination notice will be effective when it is received by FanSnap. Upon the termination of this Agreement, your Client ID shall be revoked, all licenses granted hereunder shall terminate. The following Sections of the Agreement shall survive any expiration or termination of this Agreement: “General License Conditions and Restrictions”, “Ownership; Sublicensing”, this sentence of “Term and Termination”, “Confidentiality”, “Disclaimer of Other Warranties and Limitation of Liability”, “Indemnification”, and “Miscellaneous”.
Confidentiality. “Confidential Information” shall include all information provided by FanSnap to you hereunder, and shall include, but not be limited to, the Database, the API, and the Client ID. In connection with your receipt of Confidential Information, you agree that you shall not disclose Confidential Information to any third party, and shall not use Confidential Information other than as permitted under this Agreement. Your obligations hereunder shall survive the expiration or early termination of this Agreement for a period of three (3) years. Except as expressly set forth herein, no rights or licenses to any FanSnap intellectual property rights are implied or granted under this agreement. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that FanSnap shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Please note that any information provided by you to FanSnap hereunder is considered by FanSnap to be non-confidential. FanSnap has no duty, express or implied, to pay any compensation for the disclosure or use of the any such information provided by you to FanSnap. Any compensation for the disclosure or use of non-confidential information is in the sole and absolute discretion of FanSnap. You acknowledge and agree that any information you provide to FanSnap is solely to consider a business relationship under this Agreement and you have no expectation of payment.
Security and Stability. You acknowledge that it is in the best interests of both parties that FanSnap maintain a secure and stable environment, to that end, FanSnap reserves the right to change the method of access to the API, the Database and/or FanSnap Content at any time. You also agree that, in the event of degradation or instability of FanSnap’s system or an emergency, FanSnap may, in its sole discretion, temporarily suspend your access to the API, Database and/or FanSnap Content under this Agreement. Your continued access to the API, Database and FanSnap Content is subject to your compliance with the following security standards:
You agree to maintain reasonable safeguards to protect the security of all information provided to you by FanSnap and to use such information only as intended under this Agreement.
You agree to adhere at all times to reasonable security practices, as specified in current industry literature on topics relevant to your interaction with FanSnap.
You agree to immediately notify FanSnap in writing upon your discovery a breach of security of your facility, systems or site where FanSnap Content or data relating to any use of the FanSnap Site has been acquired by an unauthorized person.
In addition to the foregoing, you agree that FanSnap may monitor your use of the API, your Application and the FanSnap content in order to ensure that all such use is proper and intended primarily to direct customers to the FanSnap site for legitimate purposes.
Disclaimer of Other Warranties and Limitation of Liability. EXCEPT AS EXPRESSLY STATED HEREIN, FANSNAP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FANSNAP DOES NOT REPRESENT OR WARRANT THAT THE FANSNAP SITE OR THE API SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION.
YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. FANSNAP SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, FANSNAP'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO $100.
Indemnification. You shall indemnify, defend and hold FanSnap, its employees, agents, consultants, subsidiaries, affiliates, and licensors (each an “Indemnified Party”) harmless from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) which FanSnap and/or any Indemnified Party may incur and that arise from or are related to: (i) your or your agents’ use of the API, Database, and/or FanSnap Content; or (ii) the development, operation, maintenance, use and contents of your Application and/or your site, including but not limited to any infringement of any third-party proprietary rights. At FanSnap’s option, you shall assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, FanSnap may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without FanSnap’s prior written consent).
Miscellaneous This Agreement must be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles and adjudicated in Santa Clara County, California. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any conflicting or additional terms contained in additional documents or oral discussion are void. You may grant approvals, permissions and consents to FanSnap by email, but any modifications by you to this Agreement must be made in a writing (not including email) executed by both parties (FanSnap may refuse to execute any such writings in FanSnap’s sole and exclusive discretion). Any notices to FanSnap must be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights hereunder and any such attempt is void. You and FanSnap are not legal partners or agents, but are independent contractors.