API TERMS OF SERVICE
SiteScout Application Programming Interface
Terms and Conditions
These Terms and Conditions (“Agreement“) are a binding legal agreement between Centro, Inc. (“Centro”) and the person or entity entering into this Agreement (“You”), and govern your use of the SiteScout Application Programming Interface (“API”). By using the API, you are agreeing to the terms of this Agreement. If another person or entity is accessing the API on your behalf or through your account, you are responsible for the acts and omissions of each such person or entity. You shall not transfer your rights in the API or your API Credentials to any third party.
Centro hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the API using only those credentials provided to you by Centro for the purpose of accessing Centro’s servers (the “API Credentials”).
Centro may suspend or terminate your access to the API, or modify any of the API Specifications or methods of accessing the API, for any reason or no reason at any time without notice to you. This Agreement does not create any right to rely upon your continued availability of or access to the API or your API Credentials. You are solely responsible for all data backup.
Your use of the API and the API Credentials is limited to the following purposes:
(i) using such services as Centro may from time to time make available (the “Services”); and
(ii) developing software capable of accessing or communicating with Centro’s servers using the API (the “Client Software”).
Centro reserves all rights not expressly granted to you herein. As between you and Centro, Centro and its applicable licensors retain all intellectual property rights in and to the API, the API Specifications, your API Credentials, all Centro websites and all Centro programs and services, as well as any derivative works in connection therewith.
Centro has the right to terminate this Agreement or discontinue the API, API Specifications, any portion or feature thereof for any or no reason and at any time in its sole discretion without incurring any liability to you. All licenses granted to you in this Agreement will terminate immediately and without written notice to you if you fail to comply with any provision of this Agreement. You have the right to terminate this Agreement or discontinue the API or API Specifications for any or no reason and at any time in your sole discretion without incurring any liability to Centro. Any termination pursuant to this paragraph shall be effective upon delivery of written notice thereof given by the terminating party to the other party.
Upon the termination of this Agreement, you will immediately: (i) stop using the API, API Credentials, and API Specifications; (ii) stop developing and distributing the Client Software; (iii) delete and/or return all API Specifications in your possession or control; and (iv) certify such destruction or return to Centro in writing.
All provisions of this Agreement that by their nature extend past the termination of this Agreement will survive and will continue to bind each party in accordance with their terms.
Centro may, at any time in its sole discretion, set a quota on your usage of the API or on the amount of data you can transfer using the API. You will not exceed any such quotas, or take any action designed to, or that has the effect of, increasing or avoiding such usage quotas. Centro may also impose limits on certain features and services or restrict your access to parts or all of the API or Centro websites without notice or liability to you. Centro has the right, at any time in its sole discretion, to protect the API from any threat to the API or other Centro products, programs and/or services.
Centro does not at this time charge any fees for use of the API or the API Credentials. If at any time in the future, Centro decides, in its sole discretion, to charge any fee for such use, Centro shall provide you with not less than thirty (30) days prior written notice of the date on which Centro will begin charging fees. Your continued use of the API and the API Credentials on and after such date shall constitute your agreement to pay such fees. If you fail to timely pay any such fees, Centro may immediately and without notice to you terminate your API Credentials and your access to the API.
You shall keep confidential all data, information, documentation, specifications, and instructions which Centro provides to you concerning the API (the “API Specifications”). All data transfers made by you using the API shall be at least as secure as the protocol being accepted by Centro’s API servers. You shall notify Centro immediately and in writing if your API Credentials are lost, stolen or compromised in any way.
All ads that you, or any other party, upload using the API or Client Software must comply with:
a. Centro’s technical requirements;
b. the applicable rules of the website publisher upon whose site you want your ads served;
c. Centro’s Creative Policy and any other ad quality guidelines or policies that Centro implements; and,
d. the applicable laws in the United States of America, Canada, the country in which you live, and any country where your ads are served.
You are solely responsible for all ads that are uploaded or distributed using your API Credentials. You represent to Centro that you have all rights and permissions necessary to upload and distribute such ads through the API and, in doing so, you are not violating the terms of this agreement, the terms of any other agreement, or the rights of any person or entity. Centro is not liable for any loss or damage that such ads may cause to you or others.
All ads uploaded using the API or Client Software will be subject to Centro’s standard ad review policies (as updated from time to time).
By bidding on ad inventory using the API, you are making a programmatic offer to purchase such ad inventory. If your offer is accepted, you have purchased such inventory. Purchases are non-cancellable. You are responsible for all duties, tariffs and taxes thereto, except for taxes on income paid or payable by Centro.
Ad inventory purchases are calculated using Centro’s internal statistics and data. If these differ from any other statistics or data (including that delivered to you through the API), Centro’s internal measurements will prevail.
You shall not: (i) interfere or attempt to interfere with the proper functioning of the API or any monitoring by Centro of API activity; (ii) circumvent or attempt to circumvent any security measures relating to the API; (iii) take any action that imposes an unreasonable strain or burden on Centro’s infrastructure, including the API, as determined by Centro in its sole discretion; (iv) use or combine the API with software offered under an open source license which creates any obligation on the part of Centro, (v) reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the API or API Specifications, or any aspect or portion thereof, or Centro’s source code or algorithms; or (vi) otherwise engage in (or cause others to engage in) any practice in connection with your use of the API that is unlawful, fraudulent, deceptive, unethical, or misleading.
You shall not use the API or your API Credentials, or any Client Software: (i) to collect any information from any person or entity without their express written permission, (ii) to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (iii) in any unlawful manner, including but not limited to violation of the privacy rights of any person or entity; (iv) to store or transmit files, materials, data, text, audio, video, images or other content that infringes on the intellectual property rights of any person or entity; (v) in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (vi) to attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software which forms any part of the Services; (vii) to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (viii) to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103; (ix) to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, trap doors, backdoors, Easter eggs, logic bombs, worms, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any software; or, (x) in order to extract, determine or otherwise make available any information intended to be used as market research or competitive intelligence.
In your use of the API, your API Credentials, and the Client Software you shall: (i) comply with all applicable laws, rules and regulations, and (ii) not infringe upon the intellectual property or any other rights of any third party.
You shall use the most current version of the API which Centro makes generally available. You understand that Centro may cease all support of prior versions of the API at any time.
Centro has the right, but no obligation, to monitor any API activity for any lawful purpose. You shall not interfere with or attempt to interfere with such monitoring or otherwise obscure from Centro your API activity. Centro may use any technical means to overcome such interference.
Except for such references to Centro in the Client Software as may be approved by Centro in writing, you will not use any Centro name, trademark, logo, service mark or trade name in connection with your use of the API. Information obtained via the API shall be displayed only within the Client Software and referenced as originating from Centro. You will not describe yourself or the Client Software as being in any way endorsed by Centro. You will not refer to your relationship with Centro or any of its affiliates as a partnership or alliance of any kind, but you may describe your relationship with Centro as an “agreement.” You will not issue a press release, blog post, or make any other public statement regarding the subject matter or terms of this Agreement without Centro’s prior written consent.
All of your personnel who use the API and the API Specifications will be knowledgeable about the API and the API Specifications. All of your personnel who market the Client Software will be knowledgeable about the Client Software.
Centro has the right to use and disclose statistics and data obtained or derived by it from your use of the API. By using the API, you grant to Centro, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferrable, irrevocable right to collect, use and modify any data related to your ads or campaigns.
You will indemnify, defend and hold harmless Centro and its affiliates, and its and their officers, directors, agents, employees, successors and assigns (each a “Centro Entity”) from and against any and all third-party claims, actions, losses, damages, liability, costs and expenses (including, without limitation, reasonable attorney’s fees), arising out of or in connection with: (i) your use of the API, API Credentials, the API Specifications; and (ii) your distribution of the Client Software (“Claims”). You will be solely responsible for defending any Centro Entity with respect to any Claim against a Centro Entity; provided that such Centro Entity shall have the right to participate therein with counsel of its own choosing and at its own expense.
CENTRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CENTRO PROVIDES THE API, API CREDENTIALS AND API SPECIFICATIONS ON AN “AS IS” BASIS. WITHOUT LIMITING THE ABOVE, CENTRO DOES NOT WARRANT THAT THE API WILL BE ERROR FREE OR AVAILABLE WITHOUT INTERRUPTION OR BUGS. CENTRO SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR INTERRUPTED ACCESS TO INFORMATION, DATA OR OTHER SIMILAR DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH THIS AGREEMENT, EVEN IF CENTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE API, API CREDENTIALS, AND API SPECIFICATIONS ARE MADE AVAILABLE AS A CONVENIENCE TO YOU AND, AS SUCH, YOU AGREE THAT THIS AGREEMENT REPRESENTS A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES.
This Agreement will be governed by the internal laws of the State of Illinois, without regard to conflict of laws rules or principles of the State of Illinois or any other jurisdiction.
THE PARTIES AGREE THAT ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, SHALL BE INSTITUTED SOLELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, OR ANY COURT OF THE STATE OF ILLINOIS LOCATED IN COOK COUNTY, AND EACH PARTY IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION OR VENUE THAT ANY SUCH PARTY MAY HAVE UNDER THE LAWS OF THE STATE OF ILLINOIS OR OTHERWISE.
THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, ANY OTHER AGREEMENT RELATED HERETO OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES, AND THEREFORE, THE PARTIES AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
You represent, warrant and covenant that you are a business and not a consumer.
This Agreement represents the entire understanding between the parties and supersedes all prior agreements, oral or written, relating to the subject matter hereof.
You may not assign, sublicense, or transfer this Agreement or any right or duty under this Agreement. Any assignment, transfer, or attempted assignment or transfer in violation of this paragraph will be void and of no force or effect. Centro may freely assign, delegate, sublicense, or otherwise transfer from time to time this Agreement, or its rights or obligations hereunder, in whole or in part, to any person or entity.
You and Centro are independent contractors and nothing in this Agreement will give you the right, power or authority to create any obligation or responsibility on behalf of Centro. This Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party.
No failure or delay on the part of Centro in exercising any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise or the exercise of any other right, power or remedy.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will be ineffective solely as to that jurisdiction without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or any portion hereof in any other jurisdiction.