1. Acceptance of Terms
This Placekey API Terms of Service (the "API TOS") is an agreement you accept in order to use the Placekey API, and describes both your rights and your obligations as part of using the Placekey API. Placekey ("Placekey") provides the Placekey API to you subject to this API TOS. You agree to be bound by this API TOS, and agree that it governs your use of the Placekey API, by accepting it or by accessing or using the Placekey API.
If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have 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 you do not agree with this API TOS, you may not use the Placekey API.
2. Key Definitions
- API Documentation – The documentation, data and information that Placekey provides regarding the use of the Placekey API through the Developer Site.
- Developer Site – Placekey’s Developer Site found at dev.placekey.io
- Placekey API – The publicly available Placekey Application Programming Interface (“API”) as well as any related API Documentation and all software, applications, data, reports, text, images, and other content made available by or on behalf of Placekey through any of the foregoing. The API does not include Request Data or any software application or service that is provided by you or a third party, whether or not Placekey designates them as "official integrations".
- Placekey Brand – The Placekey brand and brand assets, including names, logos, trade names and trademarks, as well as the website https://Placekey.io (the "Site").
- Request Data – anything that is submitted by you to the Placekey API
3. API License
Placekey grants you a limited, non-exclusive, non-assignable, non-transferable license to use the Placekey API to submit Request Data and receive back a Placekey assigned to any relevant Request Data fields ("Response Data).
Additionally, Placekey grants you the irrevocable, perpetual license to store and use the Placekey values returned in the Response Data during and after the term of this API TOS.
You grant Placekey the irrevocable, perpetual, worldwide license to use, copy, store, and reproduce the Request Data during and after the term of this API TOS, subject to the restrictions in Section 7.
4. Use of APIs and Placekey Data
The following identifies limitations on use related to the Placekey API:
- Applicable Laws or Agreements. You may not use the Placekey API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights or rights of privacy, or in any manner inconsistent with this API TOS.
- Scope of Acceptable Use. You may not use or attempt to use the Placekey API in a manner that changes the Placekey API; that breaks or circumvents any of Placekey’s technical, administrative, process or security measures; that disrupts or degrades the Placekey API; or that tests the vulnerability of Placekey’s systems or networks.
- Malware. You may not transmit or attempt to transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
- Reverse Engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Placekey API or any portion thereof.
- Commercial Use. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Placekey API.
- Rate Limits. You may not attempt to exceed or circumvent limitations on access, calls and use of Placekey API, or otherwise use the Placekey API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this API TOS or the Documentation. Placekey’s present rate limits, at the time of preview and subject to change, are 10 requests per second per IP address.
- Access to the Placekey API. You may not distribute or allow access to the Placekey APIs to anyone other than, if applicable, the company on whose behalf you entered into this API TOS. Anyone who wants to access the Placekey API must agree to be bound by this API TOS.
- Sharing of Placekey API Key. You agree to keep your Placekey API key confidential, and may not share it with any third party. You agree that you will be personally responsible for the use of your Placekey API key. You may not transfer, assign, or delegate your Placekey API key to any third party.
5. Use of Placekey Brand or Marks
You may not use the Placekey Brand in a way that suggests your service is endorsed or sponsored by Placekey, and you must abide by Placekey’s Brand Guidelines available on request.
As between you and Placekey, Placekey owns all rights, title, and interest, including all intellectual property rights, in and to, the (1) Placekey API, Documentation, and all elements and components thereof; and (2) Brand Features (collectively, the "Placekey Materials"). Except for the express licenses granted in this API TOS, Placekey does not grant you any right, title, or interest in the Placekey Materials.
7. Placekey’s Commitment to You.
Placekey commits that it will not sell, share, post, or otherwise distribute publicly the Request Data without your prior consent. Additionally, Placekey commits to you that the Request Data will not be used to build commercial products for Placekey or third parties to sell or monetize in any way, though Placekey maintains the right to use Request Data to improve the Placekey API, in ways including but not limited to improving the normalization and matching components of the Placekey API.
8. Term and Termination
- Duration of Terms. This API TOS will go into effect on the date upon which you agree to them, by accessing or using the Placekey API, and will continue until terminated as set forth herein.
- Your Right to Terminate. You may terminate this API TOS at any time by discontinuing use of the API.
- Suspension; Termination. Placekey may change, suspend or discontinue the Placekey API and suspend or terminate your use of the Placekey API and/or Placekey Brand at any time and for any reason. Without limiting the foregoing, Placekey may limit your access to the Placekey API if it, in Placekey’s sole discretion, may negatively affect the Placekey API or Placekey’s ability to provide the Placekey API.
- Effect of Termination. Upon termination of this API TOS, all rights and licenses granted to you will terminate immediately
- The following sections of this API TOS shall survive any termination, Sections 4 ("Use of the APIs and Placekey Data"), 5 ("Use of Placekey Brand or Marks"), 8 ("Term and Termination"), 9 ("Other Important Terms"), 10 ("Disclaimer of Warranties; Limitation of Liability; Indemnity"), 11 ("Dispute Resolution") and 12 ("General Legal Terms").
9. Other Important Terms.
- Legal Representations. You represent and warrant to Placekey that you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute Request Data, and that use of the Placekey API 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), or any applicable regulation or law, the laws of any country that applies to you and any applicable export laws.
- Modification of the API TOS. Placekey may change, add to or delete this API TOS or any portion thereof from time to time in Placekey’s sole discretion. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Placekey API. If any change is unacceptable to you, your only recourse is to cease all use of the Placekey API. Your continued access or use of the Placekey API will mean that you agree to the updates and modifications.
10. Disclaimer of Warranties; Limitation of Liability; Indemnity
- NO WARRANTIES. THE PLACEKEY API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PLACEKEY 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 PLACEKEY DOES NOT WARRANT THAT THE PLACEKEY API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLACEKEY API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PLACEKEY OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.
- LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PLACEKEY BE LIABLE TO YOU OR ANY THIRD PARTY 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 EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS, OR (C) ANY MATTER BEYOND PLACEKEY’S REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. In any jurisdictions that do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages Placekey’s liability will be limited to the greatest extent permitted by law.
- Indemnity. You agree to defend, hold harmless and indemnify Placekey and its subsidiaries, affiliates, officers, agents, employees, and suppliers from and against any third party claim arising from or in any way related to your or your use of the Placekey API or Response Data, use of Placekey Brand, or violation of this API TOS, including any 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, Placekey will provide you with written notice of such claim, suit, or action.
11. Dispute Resolution.
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 California, United States, regardless of your country of origin or where you access the Placekey API, and notwithstanding any conflicts of law principles. You and Placekey agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the City of San Francisco, California. You and Placekey agree to submit to the personal jurisdiction of the courts located within the City of San Francisco, California– and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. You and Placekey also hereby waive any right to jury trial in connection with any action or litigation in any way arising out of or related to this API TOS. In any action or proceeding to enforce rights under this API TOS, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Notwithstanding the above, you agree that Placekey shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
12. General Legal Terms
- 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 enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way.
- Notice and Service of Process. Placekey may notify you via postings on the Developer Site. Placekey accepts notices by mail or courier at the physical address set forth in Section 12.8 below. Any notices that you provide without compliance with this section shall have no legal effect.
- Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and Placekey regarding the Placekey APIs and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API TOS.
- No Informal Waivers, Agreements, or Representations. Placekey’s failure to act with respect to a breach of this API TOS by you or others does not waive Placekey’s right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Placekey affiliate shall be deemed legally binding on any Placekey affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Placekey.
- 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 Developer Site or the Placekey API, or other material used or displayed through the Placekey Developer Site or Placekey API.
- Assignment and Delegation. You may not assign or delegate any rights or obligations under this API TOS, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. Placekey may freely assign or delegate all rights and obligations under this API TOS, fully or partially, without notice to you. Placekey may also substitute, by way of unilateral novation, effective upon notice to you, Placekey, Inc. for any third party that assumes Placekey’s rights and obligations under this API TOS.
- Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
- How to Contact Us. If you have questions or comments about this API TOS, or wish to make use of the Placekey API in any way not permitted by this API TOS, please contact Placekey via email at firstname.lastname@example.org.