1. API and Content Description. Innovative’s application programming interfaces and the associated tools and documentation (“APIs”), are designed to permit Client to receive data and content (“Content”) from Innovative’s Application Services so that Client can create an application or service, or enhance an existing application or service (”Client Application”).
2. API and Content Terms of Use. Subject to the terms and conditions of these Terms of Use and Client’s Agreement, Innovative grants Client a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license under Innovative’s intellectual property rights during the term of this Agreement (a) to use the APIs to develop, test, and support the Client Application; (b) to distribute or allow access to Client’s integration of the APIs within the Client Application to end users of the Client Application; and (c) to display the Content received from the APIs within the Client Application. Client has no right to distribute or allow access to the stand-alone APIs.
3. Developer Documentation. Client’s use of the APIs and display of the Content must comply with the technical documentation, usage guidelines call volume limits, and other documentation (“Developer Documentation”) maintained at Innovative’s developer site located at https://www.iii.com/community/developer-resources/ (“Developer Site”). In the event of any conflict between the Developer Documentation, these Terms of Use, or the Agreement, the Agreement, then the Terms of Use, then the Developer Documentation shall control.
4. Restrictions. Except as expressly and unambiguously authorized under these Terms of Use or the Agreement or by Innovative in writing, Client shall not:
a. disclose or provide the APIs to any person or entity other than to Client’s employees or independent contractors who are individuals, provided
(1) such employees or independent contractors enter into an agreement with Client at least as protective of Innovative’s rights as this Agreement, and
(2)Client hereby agree to be responsible for, and liable to Innovative for any breaches of such agreements by Client’s employees or independent contractors,
b. use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement or the Developer Documentation, or breach any laws or regulations, or violate the rights of third parties;
c. remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials Client receives or accesses pursuant to this Agreement, including but not limited to, the APIs, the Developer Documentation, and the Content;
d. sell, lease, share, transfer, sublicense or fail to protect the confidentiality of any Content obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party;
e. use the APIs in a manner that, as determined by Innovative in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Developer Documentation;
f. use the APIs in a Client Application that competes with products or services offered by Innovative;
g. use the APIs in conjunction with, or combine content from the APIs with, Innovative content obtained through scraping or any other means outside the official Innovative APIs;
h. interfere with or disrupt Innovative services or servers or networks connected to Innovative services, or disobey any requirements, procedures, policies or regulations of networks connected to Innovative services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the APIs; or
i. copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the APIs, Content, Innovative’s website, other content or services, or any of Innovative’s other services, through automated or other means.
This Agreement does not include any right for Client to use any trademark, service mark, trade name or any other mark of Innovative or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Client violates any of the foregoing restrictions, Innovative shall own all right, title and interest relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, using the API. Client hereby agrees to make all assignments necessary to accomplish the foregoing ownership.
5. Proprietary Rights. As between the parties, Innovative owns all rights, title, and interest in and to the APIs and to all output and executables of the APIs, and, subject to the foregoing, Client owns all rights, title, and interest in and to the Client Application. Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed withheld.
6. Support. Client agrees to report to Innovative any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. Innovative is in no way obligated to provide Client with any error correction or support, but may provide whatever error correction and/or support services Innovative may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the API).
7. Interoperability. Client shall endeavor to inform Innovative with respect to the interoperability and compatibility of Client’s products with Innovative’s management systems as contemplated herein, and any issues or problems with respect thereto; Client will use its best efforts to achieve full interoperability and compatibility.
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