Effective 2020/12/16
These Hidden Level Data API Terms of Service (the "API Terms") describe your rights and responsibilities when accessing our publicly available application programming interfaces (the "APIs") and related API documentation. Please read them carefully.
These API Terms, form a binding "Contract" between you and us. "Hidden Level", "we," "our" and "us" refers to Hidden Level Inc, and "you," and "your," refers to the individual, company or legal entity that you represent.
Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable (subject to the section titled "Assignment"), limited license to access our APIs and documentation only as necessary to develop, test and support an integration of your application (an "Application" or "App") with the Services. You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.
Your license to access our APIs and documentation is limited and subject to compliance you will not: (A) access our APIs or documentation in violation of any law or regulation; (B) access our APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our APIs or documentation in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services; or (E) attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
An API Key is a key that is personal to you or your organization. An API Key may not be shared, transferred or otherwise provided or used by any other party, including any of your subsidiaries or other Affiliates, provided, however, that you may share the API Key within other members of your organization as long as you are sharing with parties who are employed or engaged by the same specific organization.
Hidden Level will use commercially reasonable efforts to provide continuous availability and access to the Service twenty-four (24) hours a day, seven (7) days a week. However, there may be outages beyond Hidden Level’s control, for example, due to Third Parties on which the Service depends. Additionally, Hidden Level may temporarily suspend the Service for scheduled maintenance, or make changes, updates, or enhancements to the Service at any time.
You retain your ownership rights in your Application and we own and will continue to own our APIs, documentation, data and Services, including all related intellectual property rights therein. All of our rights not expressly granted by the Contract are hereby retained.
You must conspicuously display the attribution to Hidden Level on data products derived from the API.
You understand and agree that Hidden Level has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.
No use of Content outside the Service. You will not use any Content outside of the Service except as expressly permitted to do so in Subsection (d). For example, you will not export or save the Content to a third party’s platform or service.
You will not pre-fetch, cache, index, or store any Content to be used outside the Service, except that you may store limited amounts of Content solely for the purpose of improving the performance of your API Implementation due to network latency (and not for the purpose of preventing Hidden Level from accurately tracking usage), and only if such storage:
No mass downloading. You will not use the Service in a manner that gives you or a third party access to mass downloads or bulk feeds of any Content. For example, you are not permitted to offer a batch geocoding service that uses Content contained in the Maps API(s).
You may terminate the Contract by discontinuing use of our APIs. We may terminate the Contract with or without cause, and without notice to you. Upon termination of the Contract, all rights and licenses granted to you will terminate immediately. You understand that any APIs or documentation that are not made generally available but that are otherwise made available to you are the confidential information of Hidden Level. Upon termination of the Contract, you will promptly destroy copies of any documentation and any other Hidden Level information in your possession or control that was received under the Contract.
You represent and warrant that you have validly entered into the Contract and have the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE APIS, DOCUMENTATION AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED US$100.
IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this "Limitation of Liability" section allocate the risks under the Contract between the parties, and the parties have relied on these limitations in determining whether to enter into the Contract.
Our APIs and documentation are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these API Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement or repair of the APIs.
You will defend us from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your violation of the Contract or your violation of your user agreement or privacy policy (a "Claim Against Us"), and will indemnify us for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a us in connection with or as a result of, and for amounts paid by us under a settlement you approve of in connection with, a Claim Against Us. We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting your defense and settlement of such matter. This section states your sole liability with respect to, and our exclusive remedy against you for, any Claim Against Us.
Notwithstanding anything contained in the preceding section, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.
The sections titled "Our Rights to Suspend Access and Audit," "Ownership & Proprietary Rights," "Termination," "Representations; Disclaimer of Warranties," "Limitation of Liability," "Your Indemnification of Us," "Limitations on Indemnifications," and "Survival," as well as all of the provisions under the general heading "General Provisions," will survive any termination or expiration of the Contract.
Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Except as otherwise set forth herein, all notices under the Contract will be by email. Notices to Hidden Level will be sent to support@hiddenlevel.com. Notices will be deemed to have been duly given the day after the email is sent.
Hidden Level is still evolving, and so we need the flexibility to occasionally make changes to our APIs, including backwards incompatible changes. Also, parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our APIs may change at any time, you should not rely on their behaviors.
We may change these API Terms and the other components of the Contract. If we make a material change to the Contract, we will provide you with reasonable notice prior to the change taking effect, by emailing the email address associated with your account. You can review the most current version of the API Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you access our APIs after the effective date, that access will constitute your acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the governing law of the state of New York, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in Onondaga County, New York will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
The Contract, including these API Terms constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these API Terms and any other documents or pages referenced in these API Terms, the following order of precedence will apply: (A) the API Terms, and (B) any other documents or pages referenced in the Contract.