API Agreement

OrgHunter API Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE API. 

BY USING THE API OR CLICKING “AGREE” USER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF USER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF ITS EMPLOYER, THEN USER REPRESENTS AND WARRANTS THAT THEY HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS EMPLOYER’S BEHALF.

• interfere with or disrupt services or servers or networks connected to the API, or violate any requirements, procedures, policies or regulations of networks connected to the API;
• circumvent or modify any keys or other security mechanism employed by OrgHunter or the API;
• transmit any viruses, worms, defects, trojan horses or any items of a destructive nature;
• reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form of the API;
• allow any third party to directly access or use the API; 
• lease, rent, assign, resell or otherwise transfer use of the API to any third party; or 
• access the API to build competitive software or service with any OrgHunter data, service or offering.

3. Use of Data and RESTRICTIONS.

• Data License.

    OrgHunter grants User a perpetual, non-exclusive, non-transferable and non-sublicensable license to only do the following with respect to data from the API:

• display it for purposes of its customer’s charity searches or selections, and
• to allow its customers to store it for their internal recording keeping purposes as part of the underlying charitable transaction.

    User and each of its customers must identify and associate, on its website and within it application, the source of all the data as data owned by OrgHunter (with the appropriate markings or legends).

• Data Restrictions.

User may not:

• cache or store data from the API locally on its servers (other than expressly provided in this agreement);
• make any type of batch API calls; 
• create, promote, offer or support any functionality designed to extract data directly from API or to “scrape” data from the output screens or reports;
• provide raw data exports of any data from the API, in whole or in part, to any third party;
• use the API for the purpose of creating or augmenting any knowledge base, database, document or software (other than expressly provided in this agreement);
• use the data from the API to in any way that competes with OrgHunter; or
• translate the data from the API into another language or allow the data to be translated by third parties.

4. Term. This agreement continues until either party terminates access to the API, with or without cause. Upon termination, User may not use or access the API and must destroy all OrgHunter property (other than any perpetually licensed data, as described above).

5. Intellectual Property.  OrgHunter or its licensors own all right, title and interest, including all intellectual property rights, in and to the API, data and information provided to User through the API, and OrgHunter Confidential Information (defined below), including without limitation the underlying technology and any derivative works and compilations. OrgHunter reserves all rights not expressly granted.

6. Confientaility. User may not disclose any OrgHunter Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination. If User is an organization, User must limit its internal distribution of OrgHunter Confidential Information to its personnel and agents who have a need to know, and will take steps to ensure that dissemination is so limited.  User may not use any OrgHunter Confidential Information for the benefit of anyone other than OrgHunter. Upon OrgHunter’s written request, User will destroy or return to OrgHunter all OrgHunter Confidential Information in its control.

• OrgHunter Confidential Information means any information of or relating to OrgHunter that becomes known to User through disclosure, observation or otherwise, and that either is designated as confidential by OrgHunter or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the API and OrgHunter’s services, programs, features, data, techniques, technology, code, charity attribute categories, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities.

7. Warranty Disclaimer. OrgHunter makes no warranties or representations as to the API. All implied warranties, including but not limited to implied warranties of non-infringement, merchantability and fitness for a particular purpose, are disclaimed. ORGHUNTER DISCLAIMS ANY WARRANTY THAT THE API WILL BE ERROR FREE OR THAT USE WILL BE UNINTERUPTED.

8. DISCLAIMER AND LIMIT ON LIABILITY. ORGHUNTER IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; AND LOST PROFITS OR REVENUE), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. ORGHUNTER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED $1,000.  

9. indemnity.  If any third-party brings a claim against OrgHunter related to User’s use of the API, User must defend, indemnify and hold OrgHunter harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. 

10. OTHER TERMS.

• Governing Law and Forum. This agreement is governed by the laws of the State of Florida (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement.  Any suit or legal proceeding must be exclusively brought in the federal or state courts for Martin County, Florida, and User submits to this personal jurisdiction and venue.  Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction.

• Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter.  User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing. 

• No Assignment. Neither party may assign or transfer this agreement to a third party, except that this agreement may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.

• Independent Contractors. The parties are independent contractors with respect to each other.

• Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.

• Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.

• Survival of Terms and No CISG. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.