1. Compliance with Terms. You may use the Chictopia API (JSON data feeds), and the data, content, and information made available through the Chictopia API ("API Data"), in connection with a website or software application ("API Client") developed by You only in accordance with these terms and conditions ("Agreement"), the Chictopia Terms of Service (currently located at http://www.chictopia.com/about/terms, and the developer credentials and API Client IDs assigned to you by Chictopia. Chictopia may monitor Your use of the Chictopia API to ensure quality, improve Chictopia products and services, and verify Your compliance with these terms. You shall not interfere with such monitoring or otherwise obscure from Chictopia Your use of the Chictopia API. Chictopia may use any technical means to overcome such interference.
2. Commercial Use. You agree not to use the Chictopia API for any of the following commercial uses unless You obtain Chictopia's prior written approval:
The following commercial uses are permitted provided that You comply with all other terms and conditions of this Agreement:
1. Brand Feature Rules. "Chictopia Brand Features" means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of Chictopia. Chictopia grants You a non-exclusive license to use the Chictopia Brand Features solely in connection with their display on or through the API Client as delivered by Chictopia. Your Application shall provide proper attribution to Chictopia. Chictopia may terminate Your license to use the Chictopia Brand Features at any time for any or no reason. Goodwill in Chictopia Brand Features will inure only to Chictopia's benefit and You obtain no rights with respect to any of them. You irrevocably assign and will assign to Chictopia any right, title and interest that You obtain in any of Chictopia's Brand Features. You shall not at any time challenge or assist others to challenge Chictopia Brand Features or their registration (except to the extent You cannot give up that right by law) or attempt to register any trademarks, marks or trade names confusingly similar to Chictopia's. This paragraph survives any termination or expiration of this Agreement.
2. Caching. Your API Client may employ caching solely of Chictopia API results, but You must use commercially reasonable efforts to cause Your API Client to update cached results upon any changes in photo metadata. For example, if a photo is removed from the Chictopia service or made "private" by the photo uploader, cached results shall be removed from Your cache. For the avoidance of doubt, Your API Client shall not be designed to cache Chictopia content.
3. Upgrades. Each API Client must contain means for You to update the API Client to the most current version of the Chictopia API after any version has been deprecated. For non-website implementations, You must have means of remotely updating each API Client that has already been distributed to an end user.
4. Deprecation. If Chictopia in its discretion chooses to cease providing the current version of the Chictopia API, whether through discontinuation of the Chictopia API or by upgrading the Chictopia API to a newer version, the current version of the Chictopia API will be deprecated and become the Deprecated Version of the Chictopia API. Chictopia will issue an announcement if the current version of the Chictopia API will be deprecated. For a period of 1 year after an announcement (the "Deprecation Period"), Chictopia will use commercially reasonable efforts to continue to operate the Deprecated Version of the Chictopia API and to respond to problems with the Deprecated Version of the Chictopia API deemed by Chictopia in its discretion to be critical. During the Deprecation Period, no new features will be added to the Deprecated Version of the Chictopia API.
Chictopia reserves the right in its discretion to cease providing all or any part of the Deprecated Version of the Chictopia API immediately without any notice if:
Chictopia is constantly innovating in order to provide the best possible experience for its users. At any time prior to discontinuing the current version of the Chictopia API or upgrading to a new version of the Chictopia API, Chictopia may, in its discretion as part of this continuing innovation, label certain features or functionality of the Chictopia API as "experimental." This Paragraph 7 of Section I of the Terms will not apply to any features or functionality labeled as "experimental."
5. Usage and Quotas. Chictopia may, in its sole discretion, set a quota of operations on Your Chictopia API usage. You shall not attempt to circumvent automated use-quota restrictions.
6. Duplicate Content. To avoid duplicate content, names of images and descriptions cannot overlap with what Chictopia's image and description are displayed on its own website.
7. Notification. You must give Chictopia notice each time You publish a Chictopia user's content on Your Client API. Such notice can be given to Chictopia via a daily or weekly datafeed detailing the content published during the relevant day/week, and any other relevant information requested by Chictopia. Chictopia will use this notification to alert Chictopia users that their content has been featured on a third party site, and on which third party site such content appears.
8. Removal on Content. Chictopia expressly reserves the right to request removal of any Chictopia user's content that You publish on Your Client API. The relevant content must be removed promptly by You, but in no event more than forty-eight (48) hours after Your receipt of the request from Chictopia. Once the relevant content has been removed by You, You must send Chictopia a written confirmation that such content has been removed from You Client API.
9. Additional Social Features. Any "social features" built by You around Chictopia's content must receive prior written approval from Chictopia before release. Chictopia expressly reserves the right to approve or disapprove any social features built by You around Chictopia's content in its sole discretion. "Social features" are defined as but not limited to, voting, commenting, Share on Facebook, Twitter, etc. Further distribution of Chictopia content passed by Chictopia on networks such as Twitter, Facebook, and other relevant networks is permitted. However, unless otherwise agreed upon in writing with Chictopia, such a distribution must reference Chictopia.
10. Community Presence. Unless otherwise agreed upon in writing with Chictopia, if You use the Chictopia API You must maintain a monthly "community presence" on Chictopia. "Community presence" is defined as any of the following: Chic Rewards, Contests, giveaways and community challenges. Any other communiy presence initiatives must first be approved in writing by Chictopia. Chictopia expressly reserves the right to approve or disapprove any community presence initiatives proposed by You in its sole discretion. Please email info@chictopia.com to discuss other community presence ideas.
11. Appropriate Attribution. All Chictopia content used by You must include a link back to Chictopia's website. This includes, but is not limited to, each photo, username, blog post, and any other Chictopia content.
Your API Client will not, and You will not encourage or create functionality for Your users or other third parties to:
Compliance with Laws. You are responsible for complying with all applicable laws, rules and regulations, all third-party rights and all Chictopia policies. You shall not use the Chictopia API in a manner that violates such laws, rules and regulations, third parties' rights or any Chictopia policies or in a manner that is deceptive, unethical, false or misleading. For avoidance of doubt, You shall not distribute or provide access to applications You develop in contravention of U.S. export control or trade laws.
No Implied Rights. Except as expressly granted herein, neither party through this Agreement grants the other party any intellectual property rights or other propriety rights. As between You and Chictopia, Chictopia, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Chictopia API and its documentation and specifications, all Chictopia websites and all Chictopia services and any derivative works in connection therewith. For the avoidance of doubt, You retain all rights in and to Your API Client, excluding foregoing Chictopia materials and intellectual property. All license rights granted herein are not sublicensable, transferable or assignable unless otherwise stated herein.
Non-exclusive. This Agreement is a non-exclusive agreement. You acknowledge that Chictopia may be developing and may develop products or services that may compete with this Chictopia API, API Clients or any other products or services.
Publicity. You agree that Chictopia may use Your company, organization, or product name and/or logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, research and marketing case studies and other marketing-related activities. You may not issue any public announcement regarding Your use of the Chictopia API which suggests partnership with Chictopia without Chictopia's prior review and written approval, at Chictopia's sole discretion.
Confidentiality. You shall not disclose Your developer credentials or Your API Client IDs to any third party except Your agent(s) using such information solely on Your behalf in accordance with this Agreement and under a written duty of confidentiality. You shall not disclose Chictopia Confidential Information to any third party without Chictopia's prior written consent. "Chictopia Confidential Information" means all non-public Chictopia software, technology, programming, and specifications relating to the Chictopia API, and any other information designated in writing by Chictopia as "Confidential" or an equivalent designation. Chictopia Confidential Information does not include information that has become publicly known through no breach by You or Chictopia, or information that has been (a) independently developed without access to Chictopia Confidential Information as evidenced in writing; (b) rightfully received by You from a third party who has the lawful right to disclose such information; or (c) required to be disclosed by law or by a governmental authority.
Indemnification. You shall indemnify, defend and hold Chictopia, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") by a third party arising out of Your use of the Chictopia API in any manner that breaches this Agreement or otherwise arising out of materials or technology contributed by You and not by Chictopia. At Chictopia's option, You shall assume control of the defense and settlement of any Claim subject to indemnification by You (provided that, in such event, Chictopia 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 Chictopia's prior written consent).
Termination. Any licenses contained in this Agreement will terminate automatically without notice if You fail to comply with any provision of this Agreement. Chictopia reserves the right to terminate this Agreement or discontinue the Chictopia API or any portion or feature thereof for any or no reason and at any time without liability to You. Upon any termination or notice of any discontinuance, You shall immediately stop and thereafter desist from using the Chictopia API and delete all API Data in Your possession or control (including, without limitation, from Your servers). Chictopia may independently communicate with any account owner whose account(s) are associated with Your API Client IDs and developer credentials to provide notice of both the termination of Your right to use the Chictopia API and the display of any advertisements associated with Your API Clients. Section III of this Agreement shall survive any termination or expiration of this Agreement and will continue to bind You in accordance with its terms.
Modification. Chictopia may modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion by posting a change notice to Your account, changing these terms and conditions, emailing to the email address of Your account or account associated with Your developer credentials or otherwise notifying You. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE Chictopia API, CONTINUED POSSESSION OF A COPY OF NON-PUBLIC Chictopia API DOCUMENTATION AND SPECIFICATIONS OR CONTINUED DEVELOPMENT FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Disclaimer and Limitation of Liability. Chictopia DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. Chictopia 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 FOREGOING IS NOT ENFORCEABLE, Chictopia'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIVE HUNDRED DOLLARS ($500.00).
Release. You hereby release and covenant not to sue Chictopia and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the Chictopia API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the Chictopia API. If You have a dispute with one or more Chictopia account owners, You release Chictopia and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code 1542 which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Miscellaneous. The
Agreement is governed by California law, except for California's conflicts of
laws principles, and all claims arising out of or relating to this Agreement or
the Chictopia services and programs shall be litigated exclusively in the
federal or state courts of Santa Clara County, California, USA, and You and
Chictopia consent to personal jurisdiction in those courts. The Agreement
constitutes the entire agreement between the parties with respect to the
subject matter hereof. You may grant approvals, permissions and consents to
Chictopia by email, but any modifications by You to this Agreement shall be
made in a writing (not including email) executed by both parties. Any notices
to Chictopia shall 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 shall not assign or otherwise transfer any of Your rights or
delegate Your obligations hereunder and any such attempt is null and void. You
and Chictopia are not legal partners or agents, but are independent
contractors.
