API Terms of Use

API Terms of Use

 

VerticalResponse has developed open APIs to enable customers and third party developers to build custom integrations (the “Service”). APIs can be accessed at: http://developer.verticalresponse.com. VerticalResponse APIs will be accessed via OAuth. These terms of use (“Terms of Use”) exist to protect both ours and our customers’ rights and data. By using the VerticalResponse API, you agree to the terms below. If you disagree with any of these terms, do not access or use the API. We reserve the right to update and change these terms from time to time without notice.

 

1. Login

You can only access the API using OAuth credentials. If application or integration makes API calls on behalf of a user, the user needs to log in via OAuth. You will not be asked for your (or your customer’s) VerticalResponse email, password or any other information pertaining to your (or your customer’s) VerticalResponse account.

 

2. Developer Keys

In order to access and use the API, registration for a unique application key from VerticalResponse is required. You will be issued keys and secret tokens for accessing the API portal and managing developer accounts. Transferring, selling or disclosing your keys to other third party developers or allowing use with any other application other than what you applied for with VerticalResponse is not permitted. You are responsible for maintaining the secrecy and security of keys and are responsible for any activity that uses key and secret information. VerticalResponse may terminate your access to the Services and API if your account information is not up to date.

 

3. License to VerticalResponse APIs.

  VerticalResponse hereby grants to you a non-exclusive, non-transferable limited right and license to use the API for the sole purpose of developing custom integrations that can interface with VerticalResponse’s email marketing and social media marketing services.

 

4. Restrictions of Use.

You may not: (i) transfer the API to any third parties; (ii) copy, other than as specified herein, modify, translate, reverse engineer, decompile or otherwise attempt to extract the source code of the API, the Services or any part thereof; (iii) use the VerticalResponse API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code; (iv) use the VerticalResponse API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality; (v) replicate, in whole or in part, the "look and feel" of VerticalResponse with your VerticalResponse API implementation; (vi) circumvent technological measures to prevent direct database access, or manufacture tools or products to that effect; or (vii) build conversion functionality that converts you or your customer’s content from the Service to a competing product or service.

 

5. API Modifications

VerticalResponse reserves the right to modify the Service and the API and to release new versions of the API. You are responsible for making sure your application and/or integration works with the latest API changes.

 

6. Spam and Abuse You agree to use the Service only for lawful purposes and only in compliance with these Terms of Use, VerticalResponse's Privacy Policy and Anti-Spam Policy as published at www.verticalresponse.com or otherwise furnished to you and all applicable laws (including, but not limited to, policies and laws related to spamming, privacy, obscenity, or defamation and child protective email address registry laws).

 

7. VerticalResponse Application Development

You agree that VerticalResponse has the right to develop applications and integrations on its own which may be similar or competitive with your application and its content and nothing in these Terms of Use shall be construed to prevent VerticalResponse from creating and fully exploiting such applications, content and other items, without any obligation to you. 8. Ownership All proprietary and intellectual property rights, title and interest in the API and Services, including any derivative works, shall remain with VerticalResponse. You shall not obliterate, alter or remove any proprietary or intellectual property notices from the API and you shall reproduce such notices as they appear in the API on any copies thereof. You may, however, use the sample code and wrapper code that we provide in our API portal. We may use, copy, modify, create derivative works, display and use any feedback that you give us about our APIs without any obligation to compensate you.

 

9. Warranty Disclaimer

VerticalResponse does not warrant the contents of the API or that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. The API and Services are provided "AS IS" and VerticalResponse disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and noninfringement.  


10. Limitation of Liability

VERTICALRESPONSE AND ITS SUPPLIERS, DIRECTORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF VERTICALRESPONSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL VERTICALRESPONSE BE LIABLE TO YOU FOR ANY AMOUNT.

 

11. Indemnification

You hereby agree to defend, indemnify and hold harmless VerticalResponse and its business partners, third party suppliers and providers, licensors, officers, directors, employees, distributors and agents from and against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises in any way from (a) an actual or alleged violation of these Terms of Use or (b) your use of the API or the Services.  

 

12. Compliance with Laws

You acknowledge that the API and Services provided under these Terms of Use are subject to export laws, restrictions, regulations and administrative acts of the U.S. Department of Commerce, Department of Treasury Office of Foreign Assets and Control (“OFAC”), the Department of State and other U.S. authorities (collectively, “U.S. Export Laws”). You shall comply with and shall not export or re-export, or allow the export or re-export of, the API or the Services provided under these Terms of Use in violation of any U.S. Export Laws. Your breach of this paragraph shall result in immediate termination of the use of the API and forfeiture of any and all Services provided under these Terms of Use.  

 

13. Termination

We may terminate or disable your ability to use the API at any time, with or without notice. Upon termination all rights granted to you hereunder shall cease and you will promptly destroy all copies of the API.

 

14. Marketplace

VerticalResponse may establish a directory of developers using the API and/or the applications resulting from developer use of the API. Whether or not your application or integration is included in such a directory will be within VerticalResponse's sole discretion. Submission Requirements: VerticalResponse may establish a submission process with certain requirements in order to be included within such marketplace, including additional information about and possibly an evaluation version of your Application (which would be provided to VerticalResponse free of any fees or subscriptions usually associated with the application). Trademark License: You hereby grant VerticalResponse a nonexclusive, non-transferable, worldwide, royalty-free license to display the trade names, trademarks, service marks, logos, domain names and other distinctive brands associated with you and your application in the VerticalResponse marketplace.  

 

15. Third party application use

VerticalResponse has no responsibility to any person for any use or misuse of any Content obtained through the VerticalResponse API. If you are a subscriber, you should consider carefully whether you wish to give an API Developer access to your content through the VerticalResponse API. If you wish to revoke access to your content through the VerticalResponse API, please contact us at api-help@verticalresponse.com.

 

16. Miscellaneous

These Terms of Use represents the complete agreement concerning the license granted hereunder. You may not assign, transfer, sell or subcontract any of the rights or obligations under these Terms of Use. Each party is an independent contractor and not an agent, partner or joint venture of the other. If any provision of these Terms of Use is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. These Terms of Use shall be governed by the laws of California, without regard to its conflicts of laws provisions.