TREMENDOUS API LICENSE AND TERMS
Last updated: May 24, 2023
Tremendous may, in its sole discretion, grant a Client access to the Tremendous API. These TREMENDOUS API LICENSE AND TERMS (the “API Terms”) supplement the Corporate Client Service Agreement between the entity on whose behalf a Tremendous Account is created and Tremendous (the “Agreement”) and govern the Client’s access to and use of the Tremendous API. Please read these API Terms carefully, as they form a legally binding agreement between Client and Tremendous. We may update these API Terms from time to time, by posting an updated version of the API Terms here as further described in Section 10.c below. The “Last Updated” legend at the top of this page indicates when these API Terms were last revised. Any changes to these API Terms will become effective upon the earlier of: (a) your first use of the Tremendous API with actual notice of such changes, or (b) 30 days after we post or distribute the revised API Terms, and such changes will apply to your use of the Tremendous API after the effective date of the revised API Terms. If you do not wish to accept the new API Terms, you must stop using the Tremendous API.
In the event of a conflict or inconsistency between these API Terms and the Agreement, these API Terms will control to the extent necessary to resolve any such conflict or inconsistency. All capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement. Tremendous and the Client, each a “Party” and, together, the “Parties.”
USE OF THE TREMENDOUS API
- Access to the Tremendous API. In Tremendous’ sole discretion, Client may be granted API Credentials to access to the Tremendous API. Client must keep its API Credentials secure and may not share the API Credentials with any third party. Client will not access the Tremendous API by any means other than the API Credentials. API Credentials are the exclusive property of Tremendous.
- Application. The software application, website, interface, or any other means Client uses to access the Tremendous API using the API Credentials is referred to herein as Client’s “Application.”
- API License. Tremendous grants to Client a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Tremendous API solely in connection with interoperating or integrating with the Service, and solely in the manner described in the technical documentation contained in the Tremendous API and this Agreement.
- API Restrictions. When using the Tremendous API, Client will (and will ensure Authorized Users will):
- only use the Tremendous API to engage with the Services;
- restrict disclosure of the API Credentials, or any part thereof, to Client’s agents, employees, or service providers, who must require access to use, maintain, implement, correct or update your Client Account and integration with the Site, and who are subject to confidentiality obligations the same as or greater than those contained herein;
- not distribute, sell, lease, rent, lend, transfer, assign, permit use of or sublicense any rights granted herein to a third party;
- not use or access the Tremendous API or the Service in order to monitor the availability, performance, or functionality of the Tremendous API the Service or any portion thereof or for any similar benchmarking purposes;
- not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Tremendous API;
- not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Tremendous or any third party;
- not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
- not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Tremendous API, Client Materials, Recipient Data, Usage Data, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by Applicable Law;
- not bypass Tremendous API restrictions for any reason;
- not access or use the Tremendous API to develop or distribute Payouts or use the Services in any way in furtherance of criminal, fraudulent, or other unlawful activity; and
- not attempt to tamper, hack, modify or otherwise corrupt the security or functionality of the Tremendous API, the Site or the Services.
- API Limits. Tremendous may set and enforce limits on Client’s use of the Tremendous API (limiting the number of requests that Client may make, the number of sub-accounts (or End-Users, as defined in the Platform Client Terms) served, etc.), in our sole discretion. Any applicable limits will be communicated to Client and Client will comply with such limits. If Client would like to use the Tremendous API beyond these limits, Client must obtain Tremendous’ express written consent (and Tremendous may decline such request or condition acceptance on Client’s agreement to additional terms and/or charges for that use). To request such approval, contact your CSM.
- Feedback. If Client or any of its employees or representatives provides any Feedback with respect to the Tremendous API, Client hereby assigns to Tremendous all right, title, and interest in and to the Feedback, and we are free to use, reproduce, disclose, or otherwise exploit the Feedback without attribution, payment, or restriction, including to improve the Tremendous API and the Service and to create other products and services. Tremendous will treat any Feedback as non-confidential and non-proprietary. Client will not submit any Feedback considered confidential or proprietary.
CHANGES TO THE TREMENDOUS API
- Updates. Tremendous reserves the right to require Client to install or update any and all software to continue using the Tremendous API. Client acknowledges that Tremendous may make Updates to the Tremendous API from time to time, and at its sole discretion. Client must implement and use the most current version of the Tremendous API and to make any changes to Client’s Application that are required as a result of such Update, at Client’s sole cost and expense. Updates may adversely affect the manner in which Client’s Application accesses or communicates with the Tremendous API. Client’s continued access or use of the Tremendous API following an update or modification will constitute binding acceptance of the Update.
- Access and Use. Tremendous may change or discontinue the availability of some or all of the Tremendous API at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. Tremendous may also impose limits on certain features and services or restrict Client’s access to some or all of the Tremendous API. Client’s continued use of the Tremendous API following a subsequent release will be deemed acceptance of such modifications.
- Beta Services. From time to time, Tremendous may, in its sole discretion, invite Client to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Tremendous will provide to Client prior to Client’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Tremendous and subject to the confidentiality provisions set forth in the Agreement. Tremendous makes no representations or warranties that the Beta Services will function in accordance with any requirements, specifications, documentation or at all. Tremendous may discontinue the Beta Services at any time in its sole discretion. Tremendous will have no liability for any harm or damage arising out of or in connection with Client’s use of a Beta Service. The Beta Services may not work in the same way as a final version. Tremendous may change or not release a final or commercial version of a Beta Service in our sole discretion.
- The Services, the Tremendous API, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of Tremendous or otherwise related to the Service, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, “Tremendous Property”) will be and remain the sole and exclusive property of Tremendous. To the extent, if any, that ownership of any Tremendous Property does not automatically vest in Tremendous by virtue of the Agreement, the Platform Client Terms, or these API Terms, or otherwise, and vests in Client, Client hereby transfers and assigns to Tremendous, upon the creation thereof, all rights, title and interest Client may have in and to such Tremendous Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
- Tremendous does not acquire ownership in Client’s Application, and by using the Tremendous API, Client does not acquire ownership of any rights in the Tremendous APIs or the content that is accessed through the Tremendous APIs.
- CLIENT AGREES THAT TREMENDOUS MAY MONITOR USE OF THE TREMENDOUS API TO ENSURE QUALITY, IMPROVE TREMENDOUS PRODUCTS AND SERVICES, AND VERIFY CLIENT’S COMPLIANCE WITH THE TERMS. This monitoring may include Tremendous accessing and using Client’s Application, for example to identify security issues that could affect Tremendous or other clients. Client agrees not to interfere with this monitoring. Tremendous may use any technical means to overcome such interference. Tremendous may suspend access to the Tremendous API by Client or Client’s Application without notice if Tremendous reasonably believes that Client is in violation of the Agreement or these API Terms.
- Client’s Application will be installed and run on Client’s server or another server, but will not be run on Tremendous’s servers. Client’s networks, operating system and software of Client’s web servers, routers, databases, and computer systems (collectively, “Client System”) must be properly configured to Internet industry standards so as to securely operate Client’s Application and protect against unauthorized access to, disclosure or use of any information Client receives from Tremendous. If Client does not completely control some aspect of the Client System, Client will use all influence that Client has over the Client System to do so. Client must at all times diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.
Tremendous shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit the Application, Client System and records to confirm Client’s compliance with these API Terms. If requested, Client must provide us with proof that Client’s Application complies with these API Terms.
DISCLAIMER OF WARRANTIES
The Services and the Tremendous API are provided on an “as-is” and “as available” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Tremendous, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors make no warranties hereunder, and expressly disclaim all warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the foregoing, Tremendous further disclaims all representations and warranties, express or implied, that the Services or the Tremendous API satisfies all of Client’s requirements or will be uninterrupted, error-free or free from harmful components.
LIMITATION OF LIABILITY
Tremendous shall have no liability with respect to these API Terms, the Tremendous API, the Services or the Site or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from these API Terms, the Services, the Site or the Tremendous API, even if Tremendous has been advised of the possibility of such damages. In any event, Tremendous’ liability to Client, its users and its and their parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors under these API Terms for any reason will be limited to USD$100. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.
For the avoidance of doubt, the Tremendous API and all API Credentials are deemed to be Tremendous’ Confidential Information and are subject to the requirement set forth in the Agreement.
- Termination. Access to the Tremendous API may be terminated or suspended by Tremendous at any time and at Tremendous’ sole discretion. Without limiting the foregoing, Tremendous may terminate Client’s right to use the Tremendous API if Client breaches these API Terms or any documents incorporated by reference in these API Terms (including the Acceptable Use Policy). Termination or suspension of Client’s access to the Tremendous API may negatively affect Recipients who use Client’s Application, and Client is solely responsible for ensuring that all Recipients who access or use Client’s Application are aware of this risk.
- Effect of Termination. Upon termination of these API Terms: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Confidential Information); (b) Client shall immediately cease displaying any Tremendous Marks on any website or otherwise; and (c) all rights granted to Client hereunder will immediately cease, including the right of Client to access and use the Tremendous API.
- Independent Contractors. The Parties are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. These API Terms shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
- Non-Exclusivity. Nothing in these API Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties. The API Terms shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under these API Terms or the Agreement by doing so, including any confidentiality obligations.
- Notice. Any notice required to be given by Tremendous under these API Terms, or otherwise, may be provided to Client by email (using the email address associated with your Client Account), a posting on the Site at www.tremendous.com/terms, a posting on the Site, or other reasonable means. Tremendous may broadcast, distribute or display notices or messages through the Site or via email to inform Client of changes to the API Terms or other matters of importance. Such broadcasts, distributions or displays of information will constitute notice to Client. Any changes to these API terms will become effective upon the earlier of: a) your first use of the Tremendous API with actual notice of such changes, or (b) 30 days after we post or distribute the revised API Terms pursuant to this Section 10.c., and such changes will apply to your use of the Tremendous API after the effective date of the revised API Terms. If you do not wish to accept the new API Terms, you must stop using the Tremendous API.
- Term. These API Terms will apply to Client’s use of the Tremendous API until Tremendous terminates Client’s access to the Tremendous API.
- No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of the API Terms or to exercise any right under the API Terms shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
- Entire Agreement. These API Terms, including all guidelines and other documents linked or otherwise incorporated or referenced herein (including the Agreement), sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including any prior version of the API Terms).
- Assignment. All the terms and provisions of these API Terms shall be binding upon and inure to the benefit of the Parties and to their respective heirs, successors, permitted assigns and legal representatives. Tremendous shall be permitted to assign these API Terms without notice to or consent from Client. Client has no right to assign or otherwise transfer these API Terms, or any of its rights or obligations hereunder, to any third party without Tremendous’ prior written consent, to be given or withheld in Tremendous’ sole discretion.
- Governing Law. The API Terms and any dispute arising hereunder or in connection with these API Terms, including any action in tort, will be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflicts of laws provisions or principles which may direct the application of the laws of any other jurisdiction.
- Competitive or Similar Materials. Tremendous is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Client’s products or services, including any Application, regardless of their similarity to Client’s products or services, provided that Tremendous does not use Client’s Confidential Information in so doing.
- Survival. All provisions of the API Terms which by their nature extend beyond the expiration or termination of the API Terms will survive termination or expiration of the API Terms.