Last updated: June 12, 2014
This document governs the terms under which you ("You") may access and use the application programming interface that is made available on this website (the "API"), the data transmitted through the API (the "LocalSaver Content") and the payment to You for referrals from Your Site, as provided below. This document incorporates the terms of the following additional documents, including all future amendments or modifications thereto (collectively, and together with this document, the "API Agreement"):
By accessing or using the API or LocalSaver Content, You agree to be bound by the API Agreement. If You access or use the API or LocalSaver Content on behalf of a company, principal or other entity, You represent that You have authority to bind such entity and its affiliates to the API Agreement and that it is fully binding upon them. In such case, the term "You" will refer to such entity and its affiliates. If You do not have authority, or if You do not agree with the terms of the API Agreement, You may not access or use the API or LocalSaver Content. You should read and keep a copy of each component of the API Agreement for your records. In the event of a conflict among them, the terms of this document will control.
The API is made available by Sinclair Digital Agency, Inc. ("Sinclair") to enable You to access valuable local information and present LocalSaver offers or coupons on your website or mobile properties, including mobile apps ("Your Site") that encourages the visitors to Your Site (the "Users") to access certain LocalSaver offers or coupons (collectively "LocalSaver Offer(s)") by directing them to the LocalSaver (www.localsaver.com) website or mobile properties, including mobile apps ("LocalSaver Site"). With this in mind, Sinclair reserves the right to continually review and evaluate all uses of the API, including determining that a particular usage would be more competitive in nature than complementary to Sinclair's own services (whether through the LocalSaver Site or otherwise).
Sinclair reserves the right to modify the API Agreement at any time. If Sinclair reasonably determines that a modification may adversely impact You, Sinclair will provide ten (10) days prior email notice to You using the email address You provided to us during registration. IF YOU DO NOT WISH TO BE BOUND TO ANY NEW OR MODIFIED TERMS, YOU MUST TERMINATE THE API AGREEMENT BY CEASING USE OF THE API WITHIN TEN (10) DAYS OF RECEIPT OF SUCH NOTICE.
In order to access or use the API, You must first register for and receive a valid LocalSaver Web Service I.D. or suite of OAuth consumer keys. You are only allowed to register for and use one set of login credentials, unless otherwise permitted by Sinclair in writing, including via email. All queries sent to the API requesting data must reference your valid login credentials. You agree to keep your login credentials confidential and not to share them with any third party.
Subject to the terms set forth in this API Agreement, Sinclair grants You a non-exclusive, revocable, non-sublicensable, non-transferable license to (i) access and use the API to receive the LocalSaver Content; (ii) display the LocalSaver Content on Your Site; and (iii) reproduce and display the LocalSaver name and logo (the "LocalSaver Brand Features") solely in order to comply with the terms of Section 5 (Restrictions).
You may not use the API, LocalSaver Content, or LocalSaver Brand Features for any other purpose without Sinclair's prior written consent. These license rights are further limited by the restrictions set forth elsewhere in the API Agreement, and all rights not expressly granted to You hereunder are reserved by Sinclair. You acknowledge and agree that Sinclair may monitor Your Site in order to confirm compliance with the API Agreement.
You agree that You will remove from display and destroy any LocalSaver Content within twenty-four (24) hours upon email or other written request from Sinclair.
You agree that You will not modify or remove the hyperlink for any LocalSaver Offer that is provided in the API. All LocalSaver Offer hyperlinks must direct the User to the relevant LocalSaver Offer page on Your Site or the LocalSaver Site, other than for authorized tracking purposes.
You agree that Sinclair may exercise its rights to pre-approve any screenshots of your implementation of the LocalSaver API and branding prior to launch and You agree that your implementation will remain in substantial compliance with any such approved screenshots throughout the Term of your API usage.
You agree that You will not, and will not assist or enable others to:
- modify the LocalSaver Content
- create or disclose metrics about, or perform any statistical analysis of, the API, LocalSaver Content or LocalSaver Offers without Sinclair’s explicit written consent; for sake of clarity, in the event that You do receive explicit written consent from Sinclair to create any metrics or perform any statistical analysis of the API, LocalSaver Content or LocalSaver Offers, You agree not to disclose to any third party any such metrics or analyses related to or connected with the API, LocalSaver Content or LocalSaver Offers for at least three (3) years following termination of this API Agreement;
- use the API on behalf of any third party;
- display LocalSaver Brand Features or LocalSaver Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between You or a third party and Sinclair, other than your permitted use of the API under the terms of the API Agreement;
- copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API;
- modify, rate, rank, review, vote or comment on, or otherwise respond to the LocalSaver Content;
- use the API in a manner that impacts the stability of Sinclair's servers or impacts the behavior of other applications using the API;
- display the LocalSaver Content on any site that disparages Sinclair or its products or services, or infringes any Sinclair intellectual property or other rights;
- use the API or LocalSaver Content in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Sinclair's sole discretion) to Sinclair, its providers, its suppliers, end users of this website, or your end users;
- use the API or LocalSaver Content in connection with or to promote any products, services or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware and/or other malicious programs or code; counterfeit goods and/or items subject to U.S. embargo; unsolicited mass distributions of e-mail ("spam"), actions intended to mislead search engines into ranking some pages higher than they would otherwise deserve ("web spam") multilevel marketing proposals, direct marketing and/or telemarketing activities; hate materials; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; prostitution, body parts and/or bodily fluids; stolen products and/or items used for theft; hacking/surveillance/interception/ descrambling equipment; fireworks, explosives and/or other hazardous materials; gambling; professional services regulated by state licensing regimes; and/or non-transferable items such as airline tickets, event tickets, weapons and/or weapons accessories.
6. Proprietary Rights
As between You and Sinclair, the API, LocalSaver Content, LocalSaver Brand Features, and all intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of Sinclair and are protected by applicable intellectual property laws and treaties (whether those rights happen to be registered or not, and wherever in the world those rights may exist.). You agree that at no time during or after the termination of the API Agreement will You attempt to register any trademarks (including domain names) that are confusingly similar in any way to those of LocalSaver Brand Features or LocalSaver Content.
Sinclair reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice or liability, to change, suspend or discontinue the API and/or suspend or terminate your rights under the API Agreement to access, use and/or display (as applicable) the API, LocalSaver Brand Features and/or any LocalSaver Content. Any termination of the API Agreement will also immediately terminate the licenses granted to You hereunder. Such change, suspension or termination of the API may cause your existing services using the API to stop functioning properly. Upon any termination of the API Agreement, You will promptly delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in your possession or under your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, LocalSaver Brand Features and/or any LocalSaver Content; and You will promptly certify in writing to Sinclair that such actions have been taken.
You agree that your use of the API is at your own risk and You agree to hold harmless, defend (subject to Sinclair's right to participate with counsel it selects) and indemnify Sinclair and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fee) arising from, or in any way related to (i) your or your Users' use or implementation of the API or any LocalSaver Content obtained from the API or (ii) any content on Your Site, including any statements, representations or warranties related to Sinclair or the LocalSaver Offer. You will not agree to any settlement that imposes any obligation on Sinclair without Sinclair's prior consent.
9. No Warranties; No Support
THE API, LOCALSAVER BRAND FEATURES AND LOCALSAVER CONTENT ARE PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY, OF ANY KIND AND AT YOUR SOLE RISK. EXCEPT TO THE MAXIMUM EXTENT REQUIRED BY APPLICABLE LAW, SINCLAIR DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, LOCALSAVER BRAND FEATURES AND ANY LOCALSAVER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, SINCLAIR DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT THE API AGREEMENT DOES NOT ENTITLE YOU TO ANY SUPPORT FOR THE API. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM SINCLAIR WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE API AGREEMENT.
10. Limitation of Liability
THE API IS BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT SINCLAIR SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE API. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL SINCLAIR OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF SINCLAIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THE API AGREEMENT MUST BE BROUGHT WITHIN (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IF SUCH CLAIM IS NOT FILED, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS, AND TO SINCLAIR AND ITS SUCCESSORS. NOTWITHSTANDING THE FOREGOING, SINCLAIR'S MAXIMUM LIABILITY UNDER THIS API AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED US$50.00.
11. Limited Relationship
Sinclair and You are, and will remain, independent contractors, and nothing in the API Agreement will be construed as creating an employer-employee relationship, partnership or joint venture. You do not have any authority of any kind to bind Sinclair in any respect whatsoever.
You agree not to make any public statements about Sinclair, information provided by the API, or your relationship with Sinclair under this API Agreement, without the prior written consent of Sinclair, which Sinclair may grant or withhold in its sole discretion. You further agree to not imply a different kind of relationship between You and Sinclair, including any implied endorsement of your content, products, or services by Sinclair.
12. Choice of Law and Arbitration
This API Agreement shall be governed by the laws of the State of Washington without giving effect to any principles that may provide the application of the law of another jurisdiction. Any controversy or claim arising out of or relating to this API Agreement shall be settled by binding arbitration before a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Seattle, Washington and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.
If either Sinclair or You want to arbitrate a dispute, Sinclair and You each agree to send written notice to the other providing a description of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed resolution. Notice to You will be sent to your billing address that You provided us and notice to us will be sent to: 3350 161st Ave SE, Seattle, Washington 98008. Sinclair and You each agree to make attempts to resolve this dispute within forty-five (45) days of receipt of the notice to arbitrate. Thereafter, either Sinclair or You may submit the dispute to formal arbitration.
Both You and Sinclair each agree not to pursue arbitration on a consolidated or classwide basis. Both You and Sinclair each agree that any arbitration will be solely between You and Sinclair (not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator hold that this restriction in unconscionable or unenforceable, then this API Agreement to arbitrate does not apply and the dispute must be brought in court.
NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.
NO TRIAL BY JURY
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.
The API Agreement encompasses the entire agreement between You and Sinclair regarding the subject matter discussed therein. The failure of Sinclair to exercise or enforce any right or provision of the API Agreement will not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of the API Agreement is found to be unenforceable or invalid, that provision will be replaced with terms that most closely match the intent of the provision that is not enforceable to the minimum extent necessary so that the remaining API Agreement will otherwise remain in full force and effect and enforceable. The API Agreement is not assignable, transferable or sublicensable, in whole or in part, by You except with Sinclair's prior written consent. Sinclair may assign the API Agreement, in whole or in part, at any time with or without notice to You. Any attempt to do so is void. The section titles in the API Agreement are for convenience only and have no legal or contractual effect.
Sections 6, 8, 9, 10, 12, 13 and this Section 14 will survive any expiration or termination of this API Agreement for any reason.
15. Contact and Violations
Please contact Sinclair with any questions regarding the API Agreement. Please report any violations of the API Agreement.Contact Sinclair