Terms of Use

These API Terms of Use (the “API Terms of Use” or the “Agreement”) describe the terms on which you may access and use the API Materials (defined below), which are provided by HTH Worldwide, LLC (“HTH” or “we” or “us”).  By downloading, accessing or using the API Materials, you signify that you have read, understand and agree to be bound by this Agreement.  In the event of any inconsistency between the HTH Privacy Policy and this Agreement, this Agreement shall control.

 We may revise the API Terms of Use from time to time by notifying you of such changes by any means, effective as of such notification, including, without limitation, by posting such modified terms on the home page for the application programming interface (the “API Portal”) that is intended to permit an Application (defined in section 2(b)) to interface with HTH's platform (the “HTH Platform”).  You should review these API Terms of Use every time you use the API Materials because they are binding on you.  Your continued use of the API Materials following the posting of any changes to the API Terms of Use constitutes acceptance of those changes.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU MUST NOT DOWNLOAD, ACCESS OR USE THE API MATERIALS.

 1.    TERMINATION 

  1. HTH reserves the right, in its sole discretion, with or without notice and for any reason, to immediately terminate this Agreement or suspend or terminate your access to and use of all or part of the API Portal, the Integration Environment (defined below), the Specifications (defined below), any related materials other than Marks (defined below) and any copies, portions and derivatives of any of the foregoing (collectively, the “API Materials”). 
  2. HTH bears no responsibility or liability for any such termination or suspension.  Upon termination of this Agreement, or automatically and without notice to you if you breach any provision of this Agreement, all of your rights under this Agreement shall automatically and immediately terminate, and you shall immediately cease using any API Materials, Marks or Data (defined below).

 2.    LIMITED USE AND RESTRICTIONS 

  1. Subject to your acceptance of and compliance with these API Terms of Use, and any specifications, documentation and other materials related to the API Materials that HTH may make available from time to time to facilitate the development of Applications to interface with the HTH Platform (the “Specifications”), HTH grants to you a limited, revocable, nonexclusive, non-sublicensable, non-transferable, non-assignable right, during the term of these API Terms of Use, to access and use the API Materials solely to develop Applications for such purposes as may be set forth in the Specifications or communicated by HTH in writing from time to time.  Your rights in and to any API Materials owned by third parties are limited to the rights granted to you by such third parties. 
  2. Any development by you of software applications that incorporate, access or use any API Materials (“Applications”) shall be conducted using HTH’s designated application integration environment (the “Integration Environment”).  You shall not use, request, receive, provide or transmit any Data in connection with any such development or the Integration Environment. 
  3. You shall submit all Applications to HTH prior to any use of such Application with the HTH Platform.  By submitting an Application to HTH, you represent and warrant that such Application complies with these API Terms of Use and the Specifications, and that such Application contains security measures that will adequately protect any data transmitted to or from such Application or the HTH Platform from loss or unauthorized access.  You shall not hide or misrepresent any features, content, services or functionality in such Application.  HTH shall have the right, but not the obligation, to review and test such Application, and reserves the right to delay the activation of any Application on the HTH Platform until the completion of any such review and testing.  HTH may reject or remove any Application for any reason and at any time, in HTH’s sole discretion.  Upon any change to an Application or any API Materials that affect an Application, you shall resubmit such Application to HTH in accordance with this Section 2(c).
  4. You may use only those API Materials that are provided by HTH to you.  You shall not permit or enable any third party to use or access any API Materials.  Except as otherwise expressly permitted in these API Terms of Use, you shall not, and you shall not permit or enable an Application or any third party to (i) use any API Materials for any purpose or in any manner other than expressly permitted under these API Terms of Use; (ii) sell, lease, transfer, redistribute or otherwise provide any third party with access to any API Materials; (iii) modify, decompile, reverse engineer, alter, tamper with or create derivative works of any API Materials or the HTH Platform; (iv) interfere with, circumvent or render ineffective any API Materials, Data, the HTH Platform or any security measures related to any of the foregoing; or (v) introduce or otherwise transmit any spyware, malware, virus, worm, Trojan horse or other malicious or harmful code, or any software application not expressly and knowingly authorized by each applicable end user of an Application (each, a “User”) prior to being downloaded or installed.
  5. You are responsible for all activities relating to any Application, regardless of who engages in such activities.  You shall not, and you shall not permit or enable an Application or any third party to, access or use any API Materials or access, transmit, receive or use any Data in a manner or for a purpose (i) that violates any applicable law, rule or regulation or the HTH Privacy Policy; (ii) that infringes any third party’s intellectual property or other rights; (iii) that a User would reasonably consider to be unethical, false or misleading; or (iv) that is inconsistent with these API Terms of Use or the Specifications.  You shall immediately notify HTH of any security deficiencies that you discover or suspect related to the API Portal, the HTH Platform or any Application.
  6. HTH reserves the right, at any time and in HTH’s sole discretion, to charge fees related to your use of any API Materials or Data.
  7. HTH reserves the right to change any API Materials, Data or the HTH Platform at any time and for any reason, and HTH bears no responsibility or liability for such changes.  HTH reserves the right to release subsequent versions of the API Portal and to require you to use the most recent version thereof, and you agree that it is your responsibility to ensure, at your own cost, that your access to and use of any API Materials is compatible with HTH’s then-current requirements.
  8. You shall provide HTH with any information, materials or access that HTH requests to verify your and each Application’s compliance with these API Terms of Use and the Specifications.  You agree that HTH may, but is not obligated to, monitor your use and access of API Materials and Data at any time and for any purpose. 
  9. HTH does not recommend or endorse any specific services or other information that may be mentioned or included in the API Materials.  Reliance on any information provided by HTH, HTH employees or otherwise appearing in the API Materials is solely at your own risk.  HTH assumes no liability for the accuracy or completeness of the information contained in the API Materials. 

3.    COMPLIANCE

You agree to comply with the HTH Privacy Policy and all other guidelines, rules, policies, terms and conditions that may be posted or referenced on the HTH Platform or the API Portal or otherwise communicated by HTH to you from time to time.  You shall comply with all applicable laws, rules and regulations related to the development, marketing, sale, distribution and use of each Application and otherwise related to your access to or use of any API Materials, Data or the HTH Platform.

4.    DATA 

  1. Except as expressly permitted by the Specifications, you shall not, and you shall not permit or enable an Application or any third party to, archive, store, modify or replace any data, content or other information, including any metadata of the foregoing, which is transmitted to or from, stored on or accessible through or in connection with the HTH Platform (“Data”), or any derivative or compilation thereof.  You shall only request such Data as is necessary to operate each Application and that HTH and the User have expressly authorized you to request.  You shall delete any and all Data upon HTH’s request.
  2. For any Data collected from Users, regardless of how and when such Data was collected (“User Data”), you shall ensure that each Application does not collect User Data from or concerning any User unless you first clearly, accurately and adequately inform such User about the types of User Data being collected and how such User Data may be used and disclosed, and obtain the User’s affirmative consent to such uses and disclosures.  Such collection, use and disclosure of User Data shall be consistent with your obligations under these API Terms of Use and with the HTH Privacy Policy.  Without limiting the foregoing, and regardless of whether the applicable User has consented, you shall not (i) use or disclose for marketing purposes any User Data; or (ii) aggregate any User Data or use or disclose any such aggregated User Data for any purpose.  You are solely responsible for any User Data collected by you or through an Application, including, without limitation, the completeness and accuracy thereof and the legality of its collection, processing and transmission.  

5.    CONFIDENTIAL INFORMATION 

Your use of the API Materials may involve access to confidential, proprietary or trade secret information or materials of HTH (and its affiliates, licensors, suppliers, contractors or customers), including, without limitation, API Materials and Data (“Confidential Information”).  You shall (i) maintain the confidentiality of the Confidential Information; (ii) use the Confidential Information only as expressly permitted under these API Terms of Use; (iii) not reproduce Confidential Information except as necessary to fulfill your obligations hereunder; and (iv) not make available to any third party, directly or indirectly, any Confidential Information without HTH’s express prior written consent, except to the extent required by applicable law.  You shall develop, implement, maintain and monitor a comprehensive information security program that contains administrative, technical and physical safeguards that meet or exceed standard industry practices, requirements mandated by applicable law and other requirements provided by HTH from time to time to protect Confidential Information against unauthorized access, disclosure, damage or loss.  You shall be solely responsible and liable for all use and disclosure of Confidential Information by or through you, Users or an Application.  Upon termination of these API Terms of Use, you shall immediately delete all copies of Confidential Information in your possession, custody or control.  You agree that your breach or threatened breach of any of your confidentiality obligations hereunder may cause HTH irreparable harm and significant injury, the amount of which may be difficult to estimate and ascertain, thus making inadequate any remedy at law or in damages.  You agree that HTH is entitled to injunctive relief by any court of competent jurisdiction enjoining any threatened or actual breach of these API Terms of Use and for any other relief that such court deems appropriate, in addition to any other remedy or remedies available at law or in equity.

6.    PROPRIETARY RIGHTS 

  1. HTH retains all right, title and interest, including all intellectual property rights, in and to all contents of the API Materials, Data, the HTH Platform and all other Confidential Information (the “Content”).  Elements of the Content are protected by copyright, trade dress and other laws, and may not be copied or imitated in whole or in part.  All rights not expressly set forth herein are reserved by HTH or its licensors, as applicable, and no implied rights or licenses are granted to you pursuant to these API Terms of Use.
  2. Except for your own personal use solely to the extent absolutely necessary to develop and test Applications in accordance with these API Terms of Use and the Specifications, no Content may be modified, copied, distributed, framed, reproduced, downloaded, republished, displayed, posted, incorporated in any other database or compilation, transmitted or sold in any form or by any means, in whole or in part, without HTH’s prior written permission.  Any other use of the Content is strictly prohibited.
  3. You hereby assign and agree to assign, without charge, all intellectual property rights relating to oral and written comments and suggestions (“Feedback”) provided by you relating to the API Materials or the HTH Platform.  At HTH’s expense, you shall take all actions deemed necessary by HTH in order for HTH to record, perfect and maintain its rights in and to any Feedback.  Without limiting the foregoing, HTH shall have a perpetual, unlimited, worldwide, royalty-free right to use and modify all Feedback.  Subject to the provisions of this Section 6, you retain all right, title and interest that you may have in and to any other intellectual property rights embodied in or associated with any Application.
  4. You shall not use any HTH trade names, trademarks, service marks, logos or other proprietary indicia (“Marks”) without HTH’s prior written consent.  Any permitted use of Marks shall be (i) solely to extent of such consent; (ii) consistent with good trademark practice; and (iii) in accordance with HTH’s trademark guidelines, as may be posted or referenced on the HTH Platform or the API Portal or otherwise communicated to you by HTH from time to time.  You agree that HTH or its licensors, as applicable, own and maintain all right, title and interest in and to all Marks, and that any and all goodwill generated by you in any Marks shall inure to the sole benefit of HTH or its licensors, as applicable.  You shall not alter any Marks or use any Marks in any manner that might damage the reputation of HTH or its licensors.  HTH may monitor your use of Marks, and you shall, upon HTH’s request, provide HTH with copies of any materials bearing Marks.  Any right you have to use Marks shall automatically cease upon termination of this Agreement, and HTH may otherwise terminate any right you have to use Marks at any time and for any reason.

 7.    LIMITATION OF LIABILITY 

  1. HTH, ITS AFFILIATES AND ANY OF ITS, OR THEIR, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, AND WHETHER RESULTING FROM THE USE OR INABILITY TO USE ANY CONTENTS OF THE API MATERIALS, OR ANY OTHER CAUSE AND EVEN IF CAUSED BY NEGLIGENCE OR IF WE HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
  2. THE ABOVE LIMITATION, OR EXCLUSION, MAY NOT APPLY TO YOU TO THE EXTENT THAT APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. 

8.    DISCLAIMER OF WARRANTIES 

  1. YOU UNDERSTAND AND AGREE THAT THE API MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT HTH DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY PERSONAL INFORMATION.  HTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  2. HTH MAKES NO WARRANTY THAT (1) THE API MATERIALS WILL MEET YOUR REQUIREMENTS, (2) THE API PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (3) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE API PORTAL WILL MEET YOUR EXPECTATIONS, AND (4) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
  3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE API PORTAL IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HTH OR THROUGH OR FROM THE API PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE API TERMS OF USE.
  5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 9.    WAIVER OF JURY TRIAL AND CLASS ACTIONS 

BY ENTERING INTO THESE API TERMS OF USE, YOU AND HTH ACKNOWLEDGE AND AGREE TO WAIVE ALL RIGHTS TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.  YOU AND HTH BOTH AGREE THAT ANY ARBITRATION OR LITIGATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR OR JUDGE SHALL HAVE NO AUTHORITY TO PROCEED WITH A CLAIM ON A CLASS OR REPRESENTATIVE BASIS.  THE ARBITRATOR OR JUDGE MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. 

10. INDEMNIFICATION 

By accepting these API Terms of Use, you agree to indemnify and otherwise hold harmless HTH and its officers, employees, agents, subsidiaries, affiliates, licensors, suppliers and other partners from and against any claims or other actions, and all losses, damages, awards, penalties, costs and expenses (including attorneys’ fees) related thereto, arising from or in any way related to (i) your access to or use of any API Materials, Data, Marks or the HTH Platform; (ii) any Applications or their use; or (iii) any breach by you of any provision of these API Terms of Use.

11. JURISDICTION 

The API Portal is controlled by HTH from its offices in the Commonwealth of Pennsylvania in the United States.  By downloading, accessing or using the API Materials, you and HTH agree that all matters relating to this Agreement shall be governed by the statutes and laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.  You and HTH also agree, and submit, to the exclusive personal jurisdiction and venue of the courts of the Commonwealth of Pennsylvania with respect to such matters.  HTH makes no representation that the API Materials are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited.  Those who choose to access the API Materials from other locations do so on their own initiative, and are responsible for compliance with local laws.

12. NOTICES 

HTH may deliver notice to you under these API Terms of Use by means of e-mail, a general notice posted on the HTH Platform or the API Portal, or by written communication delivered by first-class U.S. mail to the address that you have provided to HTH.  You may give notice to, or submit comments or questions to, HTH at any time via e-mail or by letter delivered by first-class postage prepared U.S. mail or overnight courier to the following address:

HTH 
Attn:  API Terms of Use
933 First Avenue
King of Prussia, PA 19406 USA

E-mail: apisupport@hthworldwide.com

13. SURVIVAL 

Sections 1(b), 3, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14, and any other provisions of this Agreement, which by their nature should survive, shall survive the termination of this Agreement. 

14. GENERAL PROVISIONS 

Except as provided in a particular “Legal Notice” on the HTH Platform, these API Terms of Use, along with the HTH Privacy Policy, constitute the entire agreement and understanding between you and HTH with respect to the subject matter hereof, superseding all prior or contemporaneous communications with HTH.  These API Terms of Use shall not be deemed to create an exclusive relationship between you and HTH, and HTH may freely develop products and services that compete with any Application and enter into agreements and relationships with other Application developers.  You shall not assign, transfer or sublicense this Agreement or any of your rights or obligations hereunder without HTH’s prior written consent.  These API Terms of Use are severable, and in the event any provision is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.  A printed version of these API Terms of Use shall be admissible in judicial or administrative proceedings based upon or relating to use of the API Materials to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  The section titles of this Agreement are displayed for convenience only and have no legal effect.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.