1. Acceptance of Terms
This ZipCodeDownload API Terms of Service document (the “API TOS”) is an agreement you must accept in order to use the ZipCodeDownload API (as describedbelow). This document describes both your rights and your obligations as part of using the ZipCodeDownloadAPI. It is important that you read it carefully because you will be legally bound to these terms.ZipCodeDownload LLC. (“ZipCodeDownload” “we” “us”) only provides the ZipCodeDownload API to you subject to this API TOS. By accepting this API TOS or by accessing or using the ZipCodeDownload API, you agree to be bound by this API TOS (including the Privacy Policy,Brand Guidelines, and general Terms of Service, which are incorporated here by reference). If youare entering into this API TOS on behalf of a company or other legal entity, you represent that youhave the authority to bind such entity to this API TOS. In that case, the terms “you”or “your” shall also refer to such entity. If you do not have such authority, or if youdo not agree with this API TOS, you may not use the ZipCodeDownload API. You acknowledge that thisAPI TOS is a contract between you and ZipCodeDownload, even though it is electronic and is not physically signed by you and ZipCodeDownload, and it governs your use of the ZipCodeDownload API.
2. API Key Definitions
1. Application
Any software application, website, or product you create or service you offer using the ZipCodeDownload API (defined below).
2. API Documentation
The documentation, data and information that ZipCodeDownload provides regarding the use of the ZipCodeDownload API through the Developer Site.
3. Data
Means any data and content uploaded, posted, transmitted or otherwisemade available by users via the Services, including messages, files, comments, profile information and anything else entered or uploaded into the Service by a user of the Service.
4. Developer Site
ZipCodeDownload’s Developer site found at https://ZipCodeDownload.com/ZipCodeApi
5. ZipCodeDownload API or “our API”
The publicly available ZipCodeDownload Application Programming Interface (“API”) as well as the related API Documentation.
6. ZipCodeDownload Brand
The ZipCodeDownload brand and brand assets, including names, logos, trade names and trademarks.
7. ZipCodeDownload Service(s)
ZipCodeDownload's zip code and postal code services and related systems and technologies, as well as the website http://ZipCodeDownload.com(the “Site”), and all software, applications, data, reports, text, images, and othercontent made available by or on behalf of ZipCodeDownload through any of the foregoing. The “Service”does not include Data or any software application or service that is provided by you or a thirdparty (including Applications), whether or not ZipCodeDownload designates them as “official integrations”.
3. API License
As long as you follow this API TOS, ZipCodeDownload grants you alimited, non-exclusive, non-assignable, non-transferable license to use the APIs to develop, test,and support any software application, website, or product, and to integrate the ZipCodeDownload APIswith your Application. Your license is subject to the limitations set forth in Section 4.2 through4.11 and Section 9 below, and you agree that violation of Section 4 will automatically terminateyour license to use the ZipCodeDownload APIs.
4. Use of APIs and ZipCodeDownload DataThe following identifies limitations on use related to the ZipCodeDownload API:
a. Reliance on API.
ZipCodeDownload is still evolving, and we need the flexibility to occasionally make changes to our APIs, including backwards incompatible ones. We will tryto give notice of these changes. Also, parts of our API are undocumented, including certain methods,events, and properties. Given that these undocumented aspects of our API may change at any time,you should not rely on these behaviors.
b. Applicable laws or agreements.
You may not use the ZipCodeDownload API inviolation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent withthis API TOS or ZipCodeDownload’s other agreements to which you are subject.
c. Scope of acceptable use.
You may not use the ZipCodeDownload API or any other technology in a manner that accesses or uses any information beyond what ZipCodeDownload allowsunder this API TOS or the Documentation; that changes the ZipCodeDownload Service; that breaks or circumvents any of ZipCodeDownload’s technical, administrative, process or security measures;that disrupts or degrades the performance of the ZipCodeDownload Service or the ZipCodeDownloadAPI; or that tests the vulnerability of ZipCodeDownload’s systems or networks.
d. Malware.
You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any systemor data.
e. Reverse engineering.
You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the ZipCodeDownload API or portion thereof;
f. Functionality.
You may not use the ZipCodeDownload API to replicate or compete with core products or services offered by ZipCodeDownload. You acknowledge and agree that ZipCodeDownload has or may in the future offer products or services that are similar to your Application, and nothing will prevent ZipCodeDownload from doing so;
g. Commercial Use.
You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the ZipCodeDownload API
h. Advertising.
You may place advertisements on and around your Application.However, you may not:
h.i.Place any advertisements within ZipCodeDownload Service channels, and your advertisements may not resemble or be reasonably likely to confuse users as being a ZipCodeDownloadService message;
h.ii.Use Data or any content from ZipCodeDownload in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or
h.iii.Use contact information obtained from ZipCodeDownload (including email addresses) to contact ZipCodeDownload users outside of ZipCodeDownload without their express permission.
5. Use of ZipCodeDownload Brand or Marks.
You must not use the ZipCodeDownload Brand in a way that suggests your service is endorsed by, sponsored by, or associated with ZipCodeDownload.
6. Storage of Data
a. Caching Data.
Where Data is cached, you should refresh the cache at least every 24 hours.
b. Secure Storage Measures.
All Data should be stored and served using encryption.
c. Delete at User Request.
You must delete all Data you have collected from aZipCodeDownload user upon request by that user, and when the ZipCodeDownload user deauthorizes your Application or closes his or her account with you. Similarly, when a team stops using your Application, you should delete all Data obtained from that team. The restrictions of this Section do not apply to Data that ZipCodeDownload users also provide directly to you and that is separatelyentered or uploaded to you by the user of your Application.
d. Deletion at Termination.
If we terminate your use of the ZipCodeDownload APIsfor any reason, then you must permanently delete all Data and any other information that youstored pursuant to your use of the ZipCodeDownload APIs, except when doing so would cause you to violate any law or obligation imposed by a governmental authority. This provision does notrequire a ZipCodeDownload user to delete Data stored in ZipCodeDownload if the ZipCodeDownloaduser is prohibited from accessing the ZipCodeDownload API.
e. No Other Storing.
You may not copy or store any Data or capture or store anyinformation expressed by the Data (such as hashed or transferred data), except to the extent permitted by this API TOS.
7. our User Agreement and Privacy Policy
If you offer your Application for use byothers outside your organization, you must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application.Your privacy policy must meet applicable legal standards and accurately describe the collection,use, storage and sharing of data. You must promptly notify us of any breaches of your user agreementor privacy policy that impact or may impact ZipCodeDownload users. Your privacy policy must be atleast as stringent and user-friendly as ours.
8. Security Measures
a. Protections.
The network, operating system and software of your web servers,databases, and computer systems (collectively, “Your Systems”) must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your users’ information. You must not architect or select Your Systems ina manner to avoid the foregoing obligation.
b. Reporting.
You must promptly report any security deficiencies in, or intrusionsto, your Systems to ZipCodeDownload in writing via email to support@zipcodedownload.com or subsequentcontact information posted on the Developer Site. This includes any unauthorized access, use,disclosure or destruction of Data. You will work with ZipCodeDownload to immediately correctany security deficiency, and will immediately disconnect any intrusions or intruder. In the eventof any security deficiency or intrusion involving the Application, ZipCodeDownload APIs or Data,you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs,social media, bulletin boards, etc.) without prior written and express permission from ZipCodeDownloadin each instance.
9. As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) ZipCodeDownload APIs, Documentation, and all elements and componentsthereof; (2) Data; (3) ZipCodeDownload Services; and (4) Brand Features (collectively, the “ZipCodeDownloadMaterials”). Except for the express licenses granted in this API TOS, ZipCodeDownload does not grantyou any right, title, or interest in the ZipCodeDownload Materials. You agree to take such actions as ZipCodeDownload may reasonably request to perfect ZipCodeDownload’s rights to the ZipCodeDownloadMaterials.
10. Term and Termination
a. Duration of Terms.
This API TOS will go into effect on the date upon whichyou agree to them, by accessing or using the ZipCodeDownload API, and will continue until terminated as set forth herein.
b. Your Right to Terminate.
You may terminate this API TOS by discontinuing use of our APIs.
c. Suspension; Termination.
We may change, suspend or discontinue the ZipCodeDownloadAPI and suspend or terminate your use of the ZipCodeDownload API, the ZipCodeDownload Service,and/or ZipCodeDownload Brand at any time and for any reason, without notice. Without limitingthe foregoing, we may limit your Application''s access to the ZipCodeDownload API if it, in oursole discretion, may negatively affect our Service or our ability to provide our Service.
11. Effect of Termination.
Upon termination of this API TOS:
a. All rights and licenses granted to you will terminate immediately;
b. You will promptly destroy Documentation and any other ZipCodeDownload information in your possession or control that was received under this API TOS;
c. Unless we agree otherwise in writing or as stated in this API TOS, you must permanentlydelete all Data and other information that you stored pursuant to your use of the ZipCodeDownloadAPIs. ZipCodeDownload may request that you certify in writing your compliance with this section;and
d. ZipCodeDownload will make commercially reasonable efforts to remove all referencesand links to your Application from its Services (ZipCodeDownload has no other obligation to delete copies of, references to, or links to your Application).
12. The following sections of this API TOS shall survive any termination, Sections 4(“Use of the APIs and ZipCodeDownload Data”), 5 (“Use of ZipCodeDownload Brandor Marks”), 6.4 (“Delete at User Request”), 6.5 (“Deletion at Termination”),7 (“Your User Agreement and Privacy Policy”), 8 (“Security Measures”), 11(“Ownership”), 12 (“Term and Termination”), 13 (“Other Important Terms”),14 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 15 (“DisputeResolution”) and 16 (“General Legal Terms”).
13. Other Important Terms.
a. Legal Representations.
You represent and warrant to ZipCodeDownload that,excluding ZipCodeDownload Materials, you have the right to use, reproduce, transmit, copy, publiclydisplay, publicly perform, and distribute your Application, and that use of your Applicationby ZipCodeDownload and its users will not violate the rights of any third party (e.g., copyright,patent, trademark, privacy, publicity or other proprietary right of any person or entity), orany applicable regulation or law, including the Digital Millennium Copyright Act, the laws ofany country in which your Application is made available and any applicable export laws.
b. Modification of the API TOS.
We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion. If we make a material changeto this API TOS, we will provide you with reasonable notice prior to the changes either by emailingthe email address associated with your account or by posting a notice on the Developer Site.You acknowledge that these updates and modifications may adversely impact how you access, use,and communicate with the ZipCodeDownload API. If any change in unacceptable to you, then youronly recourse is to cease all use of the ZipCodeDownload API. Your continued access or use ofthe ZipCodeDownload API will mean that you agree to the updates and modifications.
14. Disclaimer of Warranties; Limitation of Liability; Indemnity
a. NO WARRANTIES.
THE ZIPCODEDOWNLOAD API AND ALL RELATED COMPONENTS AND INFORMATIONARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIESOF ANY KIND, AND ZIPCODEDOWNLOAD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ZIPCODEDOWNLOADDOES NOT WARRANT THAT THE ZIPCODEDOWNLOAD API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREEOR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USEOF THE ZIPCODEDOWNLOAD API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM ZIPCODEDOWNLOADOR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.
b. LIMITATION ON LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY(WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL ZIPCODEDOWNLOAD BE LIABLE TO YOU OR ANY THIRDPARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISETO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYONDOUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEENTHE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. Some jurisdictions do not allow the exclusion of implied warranties or limitationof liability for incidental or consequential damages, which means that some of the above limitationsmay not apply to you. IN THESE JURISDICTIONS, ZIPCODEDOWNLOAD’S LIABILITY WILL BE LIMITED TOTHE GREATEST EXTENT PERMITTED BY LAW.
c. Indemnity.
You agree to defend, hold harmless and indemnify ZipCodeDownload,and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and againstany third party claim arising from or in any way related to your or your users’ use of the Application,ZipCodeDownload API or Data, use of ZipCodeDownload Brand, or violation of this API TOS, includingany liability or expense arising from all claims, losses, damages (actual and consequential),suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case,we will provide you with written notice of such claim, suit, or action.
15. Dispute Resolution
a. This API TOS and any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Utah, United States,regardless of your country of origin or where you access the ZipCodeDownload Service, and notwithstandingany conflicts of law principles and the United Nations Convention for the International Saleof Goods. You and ZipCodeDownload agree that all Claims arising out of or related to this Agreementmust be resolved exclusively in the courts located in the county of San Francisco, Utah or theU.S. District Court for the Northern District of Utah. You and ZipCodeDownload agree to submitto the personal jurisdiction of the courts located within the county of San Francisco, Utah orthe Northern District of Utah, and agree to waive any and all objections to the exercise of jurisdictionover the parties by such courts and to venue in such courts for the purpose of litigating allsuch Claims. Notwithstanding the above, you agree that ZipCodeDownload shall still be allowedto apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
16. General Legal Terms
a. Legal Representations.
You represent and warrant to ZipCodeDownload that,excluding ZipCodeDownload Materials, you have the right to use, reproduce, transmit, copy, publiclydisplay, publicly perform, and distribute your Application, and that use of your Applicationby ZipCodeDownload and its users will not violate the rights of any third party (e.g., copyright,patent, trademark, privacy, publicity or other proprietary right of any person or entity), orany applicable regulation or law, including the Digital Millennium Copyright Act, the laws ofany country in which your Application is made available and any applicable export laws.
b. Modification of the API TOS.
We may change, add to or delete this API TOSor any portion thereof from time to time in our sole discretion. If we make a material changeto this API TOS, we will provide you with reasonable notice prior to the changes either by emailingthe email address associated with your account or by posting a notice on the Developer Site.You acknowledge that these updates and modifications may adversely impact how you access, use,and communicate with the ZipCodeDownload API. If any change in unacceptable to you, then youronly recourse is to cease all use of the ZipCodeDownload API. Your continued access or use ofthe ZipCodeDownload API will mean that you agree to the updates and modifications.
c.ZipCodeDownload will make commercially reasonable efforts to remove all referencesand links to your Application from its Services (ZipCodeDownload has no other obligation to deletecopies of, references to, or links to your Application).
15. Dispute Resolution
a. Severability.
If any provision of this API TOS is found to be illegal, void,or unenforceable, the unenforceable provision will be modified so as to render it enforceableto the maximum extent possible in order to effect the intention of the provision; if a term cannotbe so modified, it will be severed and the remaining provisions of this API TOS will not be affectedin any way.
b. Language.
Where ZipCodeDownload has provided you with a translation of theEnglish language version of this API TOS or any document referenced in this API TOS, you agreethat the translation is provided for your convenience only and that the English language versionsof any such document, will control.
c. Notice and Service of Process.
We may notify you via postings on the DeveloperSite or via the email address associated with your Application or ZipCodeDownload Service account.ZipCodeDownload accepts service of process by mail or courier at the physical address set forthin Section 16.9 below. Any notices that you provide without compliance with this section shallhave no legal effect.
d. Entire Agreement.
You may not assign or delegate any rights or obligationsunder this API TOS, including in connection with a change of control. Any purported assignmentand delegation shall be ineffective. We may freely assign or delegate all rights and obligationsunder this API TOS, fully or partially without notice to you. We may also substitute, by wayof unilateral novation, effective upon notice to you, ZipCodeDownload Technologies, Inc. forany third party that assumes our rights and obligations under this API TOS.
e. No Informal Waivers, Agreements, or Representations.
Our failure to act withrespect to a breach of this API TOS by you or others does not waive our right to act with respectto that breach or subsequent similar or other breaches. No representations, statements, consents,waivers or other acts or omissions by any ZipCodeDownload affiliate shall be deemed legally bindingon any ZipCodeDownload affiliate, unless documented in a physical writing hand signed by a dulyappointed officer of ZipCodeDownload.
f. Injunctive Relief.
In no event shall you seek or be entitled to rescission,injunctive or other equitable relief, or to enjoin or restrain the operation of the DeveloperSite or ZipCodeDownload Service or any ZipCodeDownload APIs, or other material used or displayedthrough the ZipCodeDownload Developer Site or ZipCodeDownload Service.
g. Assignment and Delegation.
You may have rights or obligations under locallaw other than those enumerated here if you are located outside the United States.
h. Potential Other Rights and Obligations.
i. How to Contact Us.
If you have questions or comments about this API TOS,or wish to make use of our ZipCodeDownload API in any way not permitted by this API TOS, pleasecontact us via email at support@zipcodedownload.com or by physical mail at:
Zipcodedownload llc
3214 N University Ave #221
Provo, UT 84604 USA
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