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Developer License Agreement

Developer License Agreement

Last updated: May 2012

LEXISNEXIS®  API LICENSE AGREEMENT

This API LICENSE AGREEMENT ("Agreement") legally binds you and LexisNexis, a division of Reed Elsevier Inc. ("LN").  If you are developing on behalf of a company or other organization, you represent that you have authority to bind that entity to this Agreement, in which case the terms "you" or "your" shall refer to such entity.

 

"API" means the application programming interface (or similar technology) offered by LN through the LexisNexis Developer Center to allow authorized third parties to display API Content to its users through your Application. 

 

"API Content" means information delivered through the API, subject to its appropriate license terms, as identified below.

 

"Application" means the website or software application owned by you and primarily visited or used by your customers or third party end users ("End Users").

 

"LexisNexis Developer Center" means the website and related materials and resources currently located at http://developer.lexisnexis.com

 

"LN Marks" means the LN trademarks, service marks, logos, trade names, and brands designated in the LexisNexis Developer Center for use with the API and API Content to identify LN products and services in your Application.

 

1.  API License. Subject to the terms and conditions of this Agreement, LN grants you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API to develop, test, connect with, and support your Application through requesting and receiving API Content for display within your Application for the benefit of your End Users.  LN reserves all other rights to use and access the API not expressly identified herein.

 

2.  Access. Access to the API may be granted, in LN's sole discretion, through licensed access credentials after creating a LexisNexis Developer account.  You may not access the API in any other manner.  LN owns all access credentials to the API, and your use of such access credentials may be suspended or cancelled by LN upon violation of this Agreement or in the sole discretion of LN to protect the API, API Content, or LN systems. LN reserves the right to limit access to the API and API Content by various means, including, but not limited to, by restricting the number and frequency of transactions delivered.  Access and usage limitations may be identified in the LexisNexis Developer Center and are subject to change at any time. 

 

3.  API Restrictions. Use of the API is subject to reasonable information security policies and procedures which may not be fully disclosed and shall vary from time to time.  When using the API, you may not:

 

(a)   modify, obscure, circumvent, or disable any element of the API or its access control features;

(b)   disrupt, interfere with, or adversely impact the access or use of the API by LN or others;

(c)   disclose, share, or transfer your access credentials to any third party or allow anyone else to access your LexisNexis Developer Center account;

(d)   infringe, misuse, or claim ownership of LN intellectual property;

(e)   transmit any viruses, worms, defects, Trojan horses, or any other malware through your Application or use of the API;

(f)    use it with an Application that is offensive, abusive, libelous, harassing, threatening, discriminatory, vulgar, pornographic, unethical, unlawful, or otherwise inappropriate as determined by LN in its sole discretion; or

(g)   except as expressly authorized by LN, use any robot, spider, retrieval application, or other automated functionality to retrieve or index any portion of LN data, products, or services for any unauthorized purpose.

 

4.  API Content. This Agreement, along with the LexisNexis Terms & Conditions, as applicable, located at http://www.lexisnexis.com/terms/ (the "General Terms"), and the applicable content's documentation identified in the LexisNexis Developer Center ("Documentation", and collectively, the "API Content License") govern your use of the API Content.  This Agreement and the Documentation together supersede the General Terms in the event of conflicts between them.  Subject to the API Content License, you may access and use the API Content solely with your Application.  You acknowledge that LN may seed or watermark API Content for verification of compliance and may use data capture, syndication analysis, and other similar tools to track, extract, compile, aggregate, archive, disclose, and analyze any data or information resulting from use of an API or API Content.  LN retains ownership of all ancillary information and metadata related to use of the API and API Content, including, but not limited to, listing appearance frequency and popularity with End Users ("Metadata").  Metadata shall be considered Confidential Information (as defined below) of LN, and you may use Metadata only for your own internal technical purposes with supporting your Application.

 

5.  API Content Restrictions. When using the API Content, you may not:

(a)   combine, merge, or mix the API Content with your or any third party's data, or other LN data obtained outside the API without the prior written consent of LN;

(b)   retrieve API Content or sell, lease, disclose, transfer, or sublicense API Content to any third party, directly or indirectly, by means other than through normal user interaction in your Application, such as through batch, bulk, or automated retrievals or transfers;

(c)   charge any incremental fees (including content specific or premium charges, but excluding general fees for your Application) for access to API Content or for integration of the API in your Application; or

(d)   use the API Content on a stand-alone basis, for instance, including it in an Application that does not provide other material content or functionality, unless LN approves such solution in a mutually executed written agreement.

 

6.  Application Functionality. Your Application may enhance the display of the API Content to best format the API Content and otherwise enhance the End User experience.  Any other modification of API Content must comply with the API Content License.  If the API Content includes hyperlinks to an LN website, the Application must use the complete, unaltered URL as the HREF or comparable functional link given to the End User for proper tracking and functionality.  Promptly upon request, you agree to provide LN reasonable access to your Application for review of compliance with this Agreement and its related requirements.  You will diligently correct any material bugs or faults in your Application that cause it to incorrectly access the API or display API Content.  Regardless of how you use the API and API Content in your Application, you may not at any time, surviving termination of this Agreement, prevent or restrict LN from any use, functionality, or display of its API or API Content in any manner, for any purpose, with any end user, in any application, or in any medium, now known or later developed.

 

7.  Support.  LN will provide basic technical support via web forums, FAQ's, or other Internet-based documentation to authorized developers at its sole discretion.

 

8.  API Updates.  LN reserves the right to update the API from time to time,  LN will strive to make API updates that do not affect the successful operation of applications using existing API versions.  You will be responsible for verifying that your Application continues to operate properly after an update is released.  Notwithstanding this, LN may always, in its sole discretion, make immediate API updates or disable existing API functionality for security purposes or when an API harms the interests of LN.

 

(a)   Minor Changes.  For API changes classified as minor (non-breaking changes), LN will provide a beta version of the new API and will run the new beta in parallel with the existing version for a period of no less than six weeks before upgrading the live servers.

(b)   Major Changes.  From time to time, it may be necessary for LN to make a major (breaking change) update to an API.  When a major update is made, LN will operate both the deprecated version and new version for a period of no less than eighteen months to allow API developers to update their software and, as necessary, notify their End Users.  After the eighteen month period, LN may then decommission the deprecated API version.

 

9. Trademark License.  LN hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to include LN Marks in your Application solely for the limited purpose of identifying the source of the API Content.  You will strictly follow all rules and guidelines identified in the LexisNexis Developer Center and otherwise provided to you regarding proper use of the LN Marks.  Your use of the LN Marks: (i) must be in conjunction with the API and API Content in your Application; (ii) cannot be to disparage or harm LN; (iii) is subject to approval in LN's sole discretion; and (iv) shall inure exclusively to LN.  You may not use the LN Marks for any purpose not expressly authorized herein.

 

10.  Responsibility for Your Site. LN shall be responsible for making API Content available to you.  You are solely responsible for your Application and any claims made by your End Users related to your Application, including its development, operation, and maintenance and all materials that appear on or within it.  For example, you are solely responsible for:

  • disclosing how you collect, use, store, and disclose data collected from visitors on your Application through a privacy policy or otherwise, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers;
  • creating and posting, and ensuring the accuracy, completeness, and appropriateness of, information posted on your site;
  • displaying API Content in compliance with this Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
  • presenting API Content on or within your site in a manner that does not infringe, violate, or misappropriate the rights of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights); and
  • the technical operation of your Application.

 

11Warranty. You warrant and represent to LN that you: (i) are not concealing or disguising your identity to LN; (ii) have a legitimate, lawful purpose for downloading and using the API and API Content; (iii) will perform no act that harms LN or its rights and interests in the API and API Content; (iv) will comply with the terms and conditions of this Agreement and applicable laws and regulations; and (v) will promptly block, and notify LN of, any known prohibited use of the API or the API Content by your End Users or a third party.

 

12.   Nondisclosure.  You acknowledge and agree that LN considers the API access credentials and non-public information about the API and API Content disclosed to you to be confidential and proprietary information of LN ("Confidential Information") which may not be disclosed to any third party, except contractors working on your behalf who are subject to non-disclosure obligations that sufficiently protect such information, without the prior written consent of LN.  Upon termination of this Agreement, you agree to destroy all copies of Confidential Information in your or your contractors' possession or control, except to the extent retained in protected archives and, upon request, certify such destruction to LN. 

 

13.  Intellectual Property.  Between LN and you, LN retains all intellectual property rights in the API, API Content, LN Marks, and all other LN intellectual property related to this Agreement, even if included with your Application, and you retain all intellectual property rights in your Application.

 

14.  Indemnification.  You shall indemnify and hold harmless LN and its affiliates, officers, directors, employees, agents, successors, and assigns for any End User, government, or other third party claim of loss, liability, or damage against LN (including reasonable attorney's fees and expenses) related to your Application, your use of the API or API Content, or your violation of this Agreement. LN reserves the right to defend itself or hold you responsible for defending such claim, subject to LN's right to participate in such defense or settlement at its cost.  You will reasonably cooperate with LN in any such defense at your cost. 


15.  Disclaimer. LN PROVIDES THE API AND API CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS. LN DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY.  LN FURTHER DISCLAIMS ANY WARRANTY IMPLIED BY LAW REGARDING THE API OR API CONTENT, INCLUDING WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LN FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OR PERFORMANCE OF THE API. YOU UNDERSTAND AND AGREE THAT YOU WILL USE THE API AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ANY COMPUTER SYSTEM OR ANY LOSS OF DATA THAT ARISING FROM YOUR USE OF THE API.

 

16.  Limitation of Liability. THE API AND API CONTENT ARE PROVIDED TO YOU AT NO CHARGE. ACCORDINGLY, YOU AGREE THAT FOR LN TO OFFER THIS SERVICE FOR COMMERCIAL USE, LN SHALL HAVE LIMITED LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE API AND API CONTENT. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF LN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. LN'S MAXIMUM, AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT AND RELATED TO THE API OR API CONTENT SHALL NOT, IN ANY EVENT, EXCEED ONE HUNDRED US DOLLARS.

 

18.  Right to Terminate. LN may suspend your API or API Content access or terminate this Agreement without notice in its sole discretion upon breach or threatened breach of the licenses and their restrictions herein, without liability for such suspension or termination.  LN may otherwise terminate this Agreement with or without cause upon fifteen (15) days prior written notice.  You may terminate this Agreement by canceling your LexisNexis Developer Center account and ceasing use of and deleting your access credentials.  In the event of a termination by either party, you agree to cease using the API, promptly (but under any circumstances in no more than two (2) business days) remove the API and API Content from your Application, and delete any API Content you possess or control. 

 

19.  Updates to this Agreement.  LN may update this Agreement (including the applicable API Content License) from time to time and will attempt to provide notice to you of the change, normally via email.  The most current version of this agreement can be reviewed at the LexisNexis Developer Center. By accessing or using the API or API Content fifteen (15) or more days after LN reasonably attempts to notify you of the change to this Agreement, you will be deemed to have accepted the updated Agreement. If you do not agree to the updated Agreement, you may terminate this Agreement in accordance with its applicable terms.

 

20.  Publicity. You may publicize your use of the API in accordance with the terms of this Agreement, but you may not state or imply that you have a partnership or any other type of preferred relationship with LN, use LN Trademarks without authorization, or make any other statements that suggest that your use of the API or API Content exceeds your actual licenses from LN.  Furthermore, you may not make statements that clearly go beyond the level of integration the API represents or that bind LN to obligations, warranties, or representations not identified herein.  Use of the API does not constitute generalized integration with LN or access to LN profiles, for example.

 

21.  General Provisions. If you do not accept this Agreement in full, you may not access or use the API or API Content.  This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules.  The parties hereby irrevocably consent to the jurisdiction of the state or federal courts located in New York, New York in any action arising out of or relating to this Agreement and waive any other venue to which either party might be entitled by domicile or otherwise.  Nothing in this Agreement will be construed as creating a partnership, agency, or joint venture of any kind between the parties, and neither of us will have the authority to bind the other party or to contract in the name of or create a liability against the other party in performing its obligations or exercising its rights under this Agreement. This Agreement, which includes the documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other proposals and agreements (oral or written) between the parties related to your use of the API and API Content and can only be modified by a writing signed by you and a duly authorized officer of LN and expressly identifying this Agreement.  Notice may be by email to your email address identified upon registration with LN.  You are solely responsible for maintaining a functional email address; updating LN, as necessary, with email address changes; and reading any delivered messages from LN.  Notice to LN must be given by express courier or certified mail to: Attn: LexisNexis Global Legal Department, API Licensing, 9443 Springboro Pike, Miamisburg, OH, 45342.  Sections 6, 11, 12, 14, 15, 16, 18, 20, and 21 shall survive any termination of this Agreement.

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