PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS API.
- The Geni Branding and Mark Use Guidelines - http://www.geni.com/company/branding
Rules and Restrictions
- Developer Account and Licenses.
- Developer Account. To obtain the necessary security keys, secrets, tokens, passwords and/or other credentials to access the APIs (collectively, "Access Codes"), you must create a developer account through Geni's Developer Platform found at http://www.geni.com/platform/developer/info ("Developer Account"). You are responsible for maintaining the secrecy and security of your Access Codes, and all activities that occur using your Access Codes, are your responsibility. In order to maintain accurate information (including a current email address and other required contact information) related your account, you must keep your Developer Account information up-to-date. Your Developer Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Developers.
- API License Grant. Subject to your full compliance with all of the terms and conditions of this API Agreement, we grant you a non-exclusive, revocable, nonsublicensable, nontransferable license to (i) access and use the API to receive the Geni Content; (ii) display the Geni Content on your website or internet-connected application for mobile devices ("Your Site"); and (iii) to use the APIs or Geni Content to develop, test, and support your application, and to distribute or allow access to your integration of the APIs within your application to end users of your application (“Your Application”). You may not install or use the API for any other purpose without Geni's prior written consent. This Agreement does not entitle you to any support for the API or Geni Content.
- Geni Brand License Grant. Subject to your full compliance with all of the terms and conditions of this API Agreement, we grant you a non-exclusive, revocable, nonsublicensable, nontransferable license to (i) reproduce and display the Geni name and logo (the "Geni Marks") solely in order to comply with the Geni Branding and Mark Use Guidelines; and (ii) to promote or advertise your integration of the APIs in Your Application in order to comply with the Geni Branding and Mark Use Guidelines. You agree that your use and display of the Geni Marks will at all times be consistent with the Geni Branding and Mark Use Guidelines. You agree not to display our Geni Marks in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Geni, or in a way that suggests we have created, sponsored, or endorsed your use, Your Application, Your Site, or the use of any third party.
- Proprietary Rights.
- Geni Property. As between Geni and you, the API, Geni Content, Geni Marks and all intellectual property rights therein and thereto (“Geni Materials”) are and shall at all times remain the sole and exclusive property of Geni and are protected by applicable intellectual property laws and treaties. Except for the express licenses granted in this API Agreement, Geni does not grant you any right, title or interest in the Geni Materials.
- Suggestion. You have no obligation to give us any suggestions, comments or other feedback ("Suggestion") relating to the Geni Materials or Website. However, we may use and include any Suggestion that you voluntarily provide to improve the Geni Materials and/or any other of our products, services or technologies. Accordingly, if you provide a Suggestion, you agree that we may freely use, reproduce, license, and distribute such Suggestion. You also agree not to provide a Suggestion that you know is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from such Suggestion to be licensed to or from, or shared with, any third party.
- Your Application and/or Your Site. You represent and warrant to Geni that, excluding Geni Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute Your Application and/or Your Site, and that use by Geni and our users of Your Application and/or Your Site shall not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including the laws of any country in which Your Application and/or Your Site is made available. Except to the extent Your Application and/or Your Site contains Geni Materials, Geni claims no ownership or control over Your Application and/or Your Site. During the term of this API Agreement you hereby grant to us a paid-up, royalty-free, nonexclusive, worldwide irrevocable right and license, under all of your intellectual property rights, to: (i) use, perform, and display Your Application and/or Your Site and its content for purposes of marketing, demonstrating, and making Your Application and/or Your Site available to users; (ii) link to and direct users to Your Application and/or Your Site; and (iii) sublicense the foregoing rights to our affiliates. Following the termination of this API Agreement and upon written request from you, we shall make commercially reasonable efforts, as determined in our sole discretion, to remove all references and links to Your Application from the Geni Website and Service. Geni shall have no other obligation to delete copies of, references to, or links to, Your Application.
Fees and Payment. The APIs are currently provided for free, but Geni reserves the right to charge fees for the future use of or access to the API in Geni’s sole discretion. If we do charge a fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use our developer resources.
Geni Independent Development. You understand and acknowledge that Geni may be independently creating applications, content and other products or services that may be similar to or competitive with Your Application or Your Site, and nothing in this API Agreement will be construed as restricting or preventing Geni from creating and fully exploiting such applications, content and other items, without any obligation to you.
Term and Termination.
- In addition to the other requirements contained in this API Agreement you agree to:
- provide only accurate identification, contact, and other information required as part of requesting Access Codes from Geni and registering for a Developer Account;
- ensure that your use or display of Geni Materials, particularly Geni Marks, does not suggest that Geni promotes or endorses you or any third party or the causes, ideas, web sites, products or services of you or any third party;
- ensure that the fundamental meaning of the Geni Materials is not changed or distorted;
- at all times comply with the Geni Branding and Mark Use Guidelines http://www.geni.com/company/branding, as they may be updated from time to time; and
- at all times maintain the value and reputation of the API and Geni brand or name, to the best of your abilities.
- In addition to other restrictions contained in this API Agreement, you agree not, and will not assist or enable others, to do any of the following, unless expressly permitted in writing by Geni:
- Copy, adapt, reformat, reverse-engineer, disassemble, decompile, translate or otherwise modify the APIs, Access Codes, our Website or any Content displayed on it, or any of our other services, through automated or other means;
- Use the APIs in an application that competes with products or services offered by us;
- Interfere with or disrupt our services or servers or networks connected to Geni services, or disobey any requirements, procedures, policies or regulations of networks connected to Geni services, or impacts the behavior of other applications using the API;
- Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Geni Services or collect information about users for any unauthorized purpose;
- Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the APIs;
- Use the APIs in an application that contains or displays or promotes any of the following: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, any hacking, surveillance, interception, or descrambling equipment, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, the sale of tobacco or alcohol to persons under twenty-one (21) years of age, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, or weapons and accessories;
- Use the APIs for purposes where their failure could lead to death, personal injury, or severe property or environmental damage;
- Use a fraudulent information to register for a Developer Account;
- Allow anyone other than you to access your Developer Account;
- Sell, transfer, sublicense or otherwise fail to protect the confidentiality of the APIs, Access Codes, or content posted or available in areas that require your Developer Account login information;
- Modify or attempt to circumvent the Access Codes;
- Use your Developer Account or Access Codes to build and/or distribute enterprise applications outside your own company (e.g. use the APIs to build an Application that you distribute to other companies).
- Request or publish information impersonating a Geni user, misrepresent any user or other third party in requesting or publishing information;
- Provide functionality that proxies, requests or collects Geni user names or passwords; or obfuscate or hide your deployment or use of any sign-in functionality, consent or authorization flows from your users;
- Allow any third party, including other users, to see information obtained from another user's Geni network or through another user's view of our Website or the Geni Materials;
- Obtain, display or use more data through the APIs than is minimally required to run Your Application created using the particular developer key;
- Use the APIs or Geni Mark for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate this API Agreement (or any document incorporated into the API Agreement), or breach any laws or regulations, or violate any rights of third parties, or expose Geni or its members to legal liability in your use of the APIs;
- Remove any legal, copyright, trademark, watermark or other proprietary rights notices contained in or on materials you receive or access pursuant to the API Agreement;
- Sell, lease, share, transfer, sublicense any Geni Material obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party;
- Use the Geni Materials in any advertisements or for purposes of targeting advertisements (whether such advertisement appear in your Application or elsewhere).
- Usage Limitations. Geni may limit the maximum content that may be accessed, and/or the number of network calls that Your Application or Your Site may make via the APIs, or anything else about the APIs and the Geni Content it accesses as Geni deems appropriate in its sole discretion. The usage limitations can be found at http://www.geni.com/platform/developer/help/rate_limits. Genie may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the APIs by an application after any usage limitations are exceeded.
- Verifying Compliance. You agree to provide assistance to Geni in verifying your compliance with this API Agreement by providing us information related to or access to your use of the APIs or Content. If, in Geni's sole discretion, you do not demonstrate full compliance with this API Agreement, we may restrict or terminate your access to the APIs.
Remedies. You acknowledge that your breach of this API Agreement may cause irreparable harm to Geni, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Geni may be legally entitled, Geni shall have the right to seek immediate injunctive relief in the event of a breach of this API Agreement by you or any of your officers, employees, consultants or other agents.
Warranty Disclaimer. THE API, GENI CONTENT, AND GENI MARKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, GENI AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, GENI CONTENT, AND GENI MARKS, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, GENI DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API AND GENI CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. YOUR USE OF THE API, GENI CONTENT, AND GENI MARKS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY THE API, GENI CONTENT, AND/OR GENI MARKS INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GENI OR ITS VENDORS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT DAMAGES, LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR OTHERWISE UNDER THIS API AGREEMENT, EVEN IF GENI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN ANY CASE, TO THE FULLEST EXTENT PERMITTED BY LAW, GENI’S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE THE REPLACEMENT OF THE API. ANY CLAIM ARISING OUT OF OR RELATING TO THIS API AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, GENI DISCLAIMS ALL LIABILITY OF ANY KIND OF GENI'S VENDORS.
Indemnification. You agree that Geni shall have no liability whatsoever for any use you make of the API, or Geni Content, or Geni Marks or any other Geni Materials. You shall indemnify and hold harmless Geni from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from your use of the API, Geni Content, Geni Marks and Geni Materials.
Policies, Privacy and Legal Compliance.
- Term. This API Agreement shall continue until terminated as set forth in this Section VI.
- Geni Termination, Suspension, or Discontinuance. Geni may suspend or terminate your use of all or any of the APIs Geni Materials at any time if we believe you have violated this API Agreement or any documents referenced herein or, in our sole discretion, we believe the availability of the APIs in Your Application and/or Your Site is not in our or our users' best interests. We may discontinue the availability of some or all of the APIs or Geni Materials at any time for any reason. We may also impose limits on certain features and services or restrict your access to some or all of the APIs, Geni Content or our Website. All of our rights herein may be exercised without prior notice or liability to you.
- Your Termination. You may terminate this API Agreement for any reason or no reason at all, at your convenience, by closing your account or ceasing use of the APIs.
- Effect of Termination. Upon termination of this API Agreement for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API, Geni Content and Geni Marks. Any termination of this API Agreement shall also terminate the licenses granted hereunder. Geni may request that you certify in writing your compliance with this section. Geni shall have the right to inspect and audit your facilities to confirm the foregoing. Sections II and V-XV shall survive termination of this API Agreement.
Confidentiality. "Confidential Information" shall mean the API and all other information disclosed to you that Geni characterizes as confidential at the time of its disclosure, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this Agreement, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of Geni. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify Geni in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with Geni in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify Geni prior to such disclosure to allow Geni an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with Geni in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
Disputes. This API Agreement and any dispute regarding the API, Geni Content and/or Geni Services shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of Los Angeles. Either Geni or you may demand that any dispute between Geni and you about or involving the API, Geni Content and/or Geni Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Los Angeles, California, USA, provided that the foregoing shall not prevent Geni from seeking injunctive relief in a court of competent jurisdiction.
Notification Procedures. Geni may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our Website page, as determined by Geni in its sole discretion. Geni reserves the right to determine the form and means of providing notifications to our developers, provided that you may opt out of certain means of notification.
Miscellaneous. This API Agreement constitutes the entire agreement between you and Geni regarding the use of the API and Geni Materials. The failure of Geni to exercise or enforce any right or provision of this API Agreement shall not operate as a waiver of such right or provision. The section titles in this API Agreement are for convenience only and have no legal or contractual effect. This API Agreement operates to the fullest extent permissible by law. If any provision of this API Agreement is unlawful, void or unenforceable, that provision is deemed severable from this API Agreement and does not affect the validity and enforceability of any remaining provisions.