LinkLocker API Developer Agreement
Last updated: June 7, 2017
This LinkLocker API Developer Agreement (“Agreement”) is made between you (either an individual or an entity, herein referred to as “you”) and J&G Features, LLC (dba LinkLocker and herein referred to as “LinkLocker”) and governs your access to and use of the Licensed Material (as defined below).
Please read the terms and conditions of this agreement carefully. By using the Licensed Material, you are agreeing that you have read, and that you agree to comply with and to be bound by the terms and conditions of this agreement and all applicable laws and regulations in their entirety without limitation or qualification. If you do not agree to be bound by this agreement, then you may not access or otherwise use the Licensed Material. This agreement is effective as of the first date that you use the Licensed Material (“effective date”).
If you are an individual representing an entity, you acknowledge that you have the appropriate authority to accept this agreement on behalf of such entity. You may not use the Licensed Material and may not accept this agreement if you are not of legal age to form a binding contract with LinkLocker, or you are barred from using or receiving the Licensed Material under applicable law.
I. LinkLocker API and LinkLocker Content
- Content ‒ Links and any other data or information made available to you through the LinkLocker API or by any other means authorized by LinkLocker, and any copies and derivative works thereof.
- Link ‒ a URL-based bookmark made on (or recorded on) LinkLocker Services. For the purposes of the Agreement, each Link shall be understood to comprise the URL and additionally all Link Metadata associated with that Link.
- Link Metadata ‒ The non-URL data associated with a Link; a Link's Link Metadata shall be understood to include, but shall not necessarily be limited to, any and all of the following:
- The Link's ID (a number which identifies the Link on LinkLocker Services)
- The Link's Title (supplied by the User)
- The Link's Timestamp (generated by LinkLocker Services at the time of the Link's creation)
- The Link's "Starred" Status (whether or not the Link has been marked with a star)
- The Link's "Read Later" Status (whether or not the Link has been marked for later reading by the User)
- The Link's Description (a short textual description of the Link provided by the User)
- The Link's Tags (organizational tags provided by the User)
- User ‒ Users of LinkLocker and/or of your Services, who are bound to enforceable service terms with LinkLocker and/or you.
- Licensed Material ‒ A collective term for the LinkLocker API and Content.
- your Marks - The name and/or logos associated with your Services
- your Services ‒ Your Web sites, applications and other offerings that display Content or otherwise use the Licensed Material.
- LinkLocker API ‒ The LinkLocker Application Programming Interface (“API”) and/or the related documentation, data, code, and other materials provided by LinkLocker with the API, as updated from time to time.
- LinkLocker Marks ‒ The LinkLocker name, or logos that LinkLocker makes available to you.
- LinkLocker Services ‒ LinkLocker’s offerings and platforms, including without limitation, those offered via https://linklocker.co and any LinkLocker mobile or desktop application(s).
B. License from LinkLocker
Subject to the terms and conditions in this Agreement (as a condition to the grant below), LinkLocker hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license during the Term solely to:
- Use the LinkLocker API to develop and implement your Services, provided those Services do not expose any credentials or other sensitive information publicly (see "Reverse Engineering and other Limitations," below);
- Copy a reasonable amount of and display the Content on and through your Services to End Users, as permitted by this Agreement;
- Modify Content only on behalf of the User's direct request; and
- Use and display LinkLocker Marks, solely to attribute LinkLocker’s offerings as the source of the Content, as set forth herein.
C. License to LinkLocker
You hereby grant LinkLocker and LinkLocker accepts a non-exclusive, royalty free, non-transferable, non-sublicensable revocable license during the Term to advertise or otherwise mention publicly your Marks and Services
D. Incorporated Terms
The terms outlined in this document are referred to herein as the “Developer Terms”. You agree to the Developer Terms, which are hereby incorporated by reference and are available in hard copy upon request to LinkLocker. This Agreement comprises the totality of the Developer Terms, excluding any and all license granted and/or inferred beyond the Terms in the Agreement.
II. Restrictions on Use of Licensed Materials
Reverse Engineering and other Limitations
You will not or attempt to (and will not allow others to):
- reverse engineer, decompile, disassemble or translate the LinkLocker API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any LinkLocker API or any portion thereof;
- interfere with, modify, disrupt or disable features or functionality of the LinkLocker API, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the LinkLocker API;
- sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party;
- provide use of the LinkLocker API on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the LinkLocker API or "frame" or "mirror" the LinkLocker API on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the LinkLocker API; or
- use the Licensed Material for any illegal, unauthorized or other improper purposes.
You will not attempt to exceed or circumvent limitations on access, calls and use of the LinkLocker API ("Rate Limits"), or otherwise use the LinkLocker API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement. If you exceed or LinkLocker reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the LinkLocker APIs or the terms and conditions of this Agreement, then your ability to use the Licensed Materials may be temporarily suspended or permanently blocked. LinkLocker may monitor your use of the LinkLocker API to improve the LinkLocker Service and to ensure your compliance with this Agreement.
Your license to use Content in this Agreement does not allow you to (and you will not allow others to) aggregate, cache, or store location data associated with the User, or other geographic information. Any use of User location data or geographic information is a breach of this Agreement.
Use of LinkLocker Marks
The LinkLocker Marks may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names. Moreover, you may not create any derivative works of the LinkLocker Marks or use the LinkLocker Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with LinkLocker. You will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive users of your Services. All use of the LinkLocker Marks and all goodwill arising out of such use, will inure to LinkLocker's benefit. You shall not use the LinkLocker Marks except as expressly authorized herein without LinkLocker's prior consent. You will not remove or alter any proprietary notices or LinkLocker Marks on the Licensed Material.
You acknowledge that LinkLocker may update or modify the LinkLocker APIs from time to time, and at its sole discretion (in each instance, an “Update”). You are required at your sole cost and expense to implement and use the most current version of the LinkLocker API and to make any changes to your Services that are required as a result of such Update. Updates may adversely affect the manner in which your Services access or communicate with the LinkLocker API or display Content. Your continued access or use of the LinkLocker APIs following an update or modification will constitute binding acceptance of the Update.
IV. Ownership and Feedback
The Licensed Materials are licensed, not sold, and LinkLocker retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that LinkLocker, its licensors and its Users retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty ("IP Rights"). You agree not to do anything inconsistent with such ownership, including without limitation, challenging LinkLocker’s ownership of the LinkLocker Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the LinkLocker Marks during or after the termination of this Agreement, except as specifically authorized herein. If you acquire any rights in the LinkLocker Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to LinkLocker, immediately assign such rights to LinkLocker.
You may provide LinkLocker with comments concerning the Licensed Material, Services or your evaluation and use thereof (collectively, "Feedback"). You hereby grant LinkLocker all rights, title and ownership of such Feedback (including all intellectual property rights therein), and LinkLocker may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.
LinkLocker may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Licensed Materials, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Agreement at any time by ceasing your access to the LinkLocker API and use of all LinkLocker Content. Upon termination of this Agreement, all licenses granted herein immediately expire and you must cease use of all Licensed Materials. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections II, IV, V, VI and VII of this Agreement will survive the termination of this Agreement.
You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”), which is confidential and proprietary to LinkLocker. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without LinkLocker’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
VII. Other Important Terms
- User Protection. If law enforcement personnel request information about LinkLocker or its users for the purposes of an ongoing investigation, you must refer them to LinkLocker. LinkLocker Content, and information derived from LinkLocker Content, may not be used by, or knowingly displayed, distributed, or otherwise made available to:
- any public sector entity (or any entities providing services to such entities) for surveillance purposes, including but not limited to:
- investigating or tracking LinkLocker's users or their Content; and,
- tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings);
- any public sector entity (or any entities providing services to such entities) whose primary function or mission includes conducting surveillance or gathering intelligence;
- any entity for the purposes of conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual for any unlawful or discriminatory purpose or in a manner that would be inconsistent with our Users' reasonable expectations of privacy;
- any entity to target, segment, or profile individuals based on health (including pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law;
- any entity that you reasonably believe will use such data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19.
- any public sector entity (or any entities providing services to such entities) for surveillance purposes, including but not limited to:
- Additional Terms for Permitted Government Use The LinkLocker API and LinkLocker Content are "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the LinkLocker API or LinkLocker Content by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If you use the LinkLocker API or LinkLocker Content in your official capacity as an employee or representative of a U.S., state or local government entity and you are legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law. For the purpose of this provision, contractor/manufacturer is LinkLocker, PO Box 276, El Granada CA 94018-0276.
- Compliance with Laws; Export and Import Each party will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, all applicable laws relating to bribery and/or corruption. The Licensed Material is subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Licensed Material may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government (currently Cuba, Iran, North Korea, Northern Sudan and Syria); or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the U.S. Office of Foreign Assets Control; or for any restricted end-use. You will maintain throughout the Term all rights and licenses that are required with respect to your Services.
- Warranty Disclaimer The Licensed Material is provided to you “as is”, “where is”, with all faults and each party disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, noninfringement, fitness for a particular purpose, and any warranties or conditions arising out of this agreement, course of dealing or usage of trade. LinkLocker does not warrant that the licensed material or any other LinkLocker product or service provided hereunder will meet any of your requirements or that use of such licensed material or other products or services will be error-free, uninterrupted, virus-free or secure. This disclaimer of warranty may not be valid in some jurisdictions and you may have warranty rights under law which may not be waived or disclaimed. Any such warranty extends only for thirty (30) days from the effective date of this agreement (unless such law provides otherwise).
- Indemnification You shall defend LinkLocker against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold LinkLocker harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys' fees) to the extent arising out of: (i) your use of the Licensed Material in any manner that is inconsistent with this Agreement; or (ii) the performance, promotion, sale or distribution of your Services. In the event LinkLocker seeks indemnification or defense from you under this provision, LinkLocker will promptly notify you in writing of the claim(s) brought against LinkLocker for which it seeks indemnification or defense. LinkLocker reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any third party agreement, which would, in any manner whatsoever, affect the rights of LinkLocker, constitute an admission of fault by LinkLocker or bind LinkLocker in any manner, without the prior written consent of LinkLocker. In the event LinkLocker assumes control of the defense of such claim, LinkLocker shall not settle any such claim requiring payment from you without your prior written approval.
- Limitation of Liability In no event will LinkLocker be liable to you or any Users for any indirect, special, incidental, exemplary, punitive or consequential damages or any loss of or damage to use, data, business, goodwill or profits arising out of or in connection with this Agreement. In any case, LinkLocker's aggregate liability for any and all claims under this Agreement will not exceed $50.00 usd. The foregoing limitations, exclusions and disclaimers shall apply regardless of whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not the party has been advised of the possibility of such loss or damage. Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law. The parties agree that the limitations on liabilities set forth herein are agreed allocations of risk and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy.
- Updates LinkLocker may update or modify this Agreement, Developer Terms, and other terms and conditions, from time to time at its sole discretion by posting the changes on this site or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how your Service accesses or communicates with the LinkLocker API. If any change is unacceptable to you, your only recourse is to cease all use of the Licensed Material. Your continued access or use of the Licensed Material will constitute binding acceptance of the such updates and modifications.
- Miscellaneous This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any modification to this Agreement must be in a writing signed by both you and LinkLocker. You may not assign any of the rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether you are the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, except with the prior written consent of LinkLocker. LinkLocker is authorized to sign modifications and consents on behalf of J&G Features, LLC. Any attempted assignment in violation of this paragraph is null and void, and LinkLocker may terminate this Agreement. This Agreement does not create or imply any partnership, agency or joint venture. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated. No waiver by LinkLocker of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by LinkLocker. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.