Last Revised: February 7, 2014
This Summary gives you the essential rules of the road for using any Personal API.
You agree that:
- You’ll only collect, use, process, store and share Owner data for the purposes stated to the Owner.
- You won’t use or transfer Owner data for marketing, targeting or tracking, unless you have permission from the Owner.
- You take the security of Owners seriously and have the safeguards to prove it.
- You will delete and dispose of Owner data after it’s no longer necessary or you’re no longer authorized to have it.
This Agreement sets forth the terms under which Personal agrees to license to you any Personal application programming interface (“API”) to which you may be granted access hereunder and also governs your participation in the Personal Application Developer Network (“Personal App Developer Network”). The above summary and headings below are solely for your convenience. If there’s a conflict between this Agreement and the summary and/or the headings, this Agreement will prevail.
If you are accepting this Agreement on behalf of an entity, you represent that you have the legal power and authority to bind such entity. If you are not at least 18 years of age, you may not participate in the Personal App Developer Network without the consent, guidance and supervision of your parent or guardian. No part of the Personal App Developer Network is directed at children under the age of 13, and, if you are under 13, you may not participate in the Personal App Developer Network under any circumstances.
PLEASE NOTE THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS (SEE SECTION 9).
The following terms have the meanings set forth below.
1.1 “API” means an application programming interface made available by Personal to Developer for use by Developer in accordance with this Agreement.
1.2 “API Key” means a unique string identifying an individual API Application, which belongs to an API user (e.g., you) that is passed to Personal in a call to an API.
1.3 “Application” means a Developer software application (including a web site, mobile application or desktop application) that is designed to access one or more APIs for the purpose of exchanging Data with an Owner pursuant to a consent to grant access to such Data initiated by an Owner.
1.4 “Brand Guidelines” are the Brand Guidelines posted by Personal that are in effect from time to time.
1.5 “Data” means data, notes and files stored and managed in an Owner’s Data Vault through the Personal Service.
1.6 “Data Vault” is an application of the Personal Service that provides a secure place for an Owner to import, save and reuse data, notes and files, including secure permission-based sharing and updating via a private network.
1.7 “Developer Content” means any data, information, text, images or other content that is contained in, displayed or imported by the Application.
1.8 “Owner” means a person or organization registered to use the Personal Service.
1.9 “Personal Service” refers to all Personal products, applications, services, websites, mobile websites, native mobile applications, and co-branded services with partners that are owned and operated by Personal.
2 API LICENSE TERMS AND CONDITIONS
2.1 Grant of Use License. Subject to Developer’s compliance with the terms and conditions set forth in this Agreement, including but not limited to, those set forth in Sections 2.2 and 2.3 below, Personal hereby grants to Developer a nonexclusive, nontransferable, non-sub-licensable, royalty-free, limited, revocable license to access and use the APIs solely through one or more Application(s) during the term of this Agreement. Except as expressly set forth herein, no other rights or licenses are granted to Developer with respect to the APIs, the Personal Service or any other Personal intellectual property.
2.2 Developer Conditions and Requirements. The license granted in Section 2.1 above is expressly conditioned upon Developer complying with the following conditions and requirements:
- 2.2.1 To access an API, Developer must create an account or be provided with one by Personal. Developer will be issued one or more API Keys for accessing the API and managing its account. Developer may only access its account with the API Key issued to Developer by Personal. Access may not always be available. Developer may not disclose API Keys to any other party or use them with any Application other than that for which Developer initially applied for it. Developer is responsible for maintaining the secrecy and security of its API Keys, and is fully responsible for all activities that occur using such API Keys, regardless of whether such activities are undertaken by Developer or a third party.
- 2.2.2 Developer shall comply with the Brand Guidelines
- 2.2.3 Developer’s Application shall comply with the API Documentation
- 2.2.4 The Application shall link to APIs solely through Developer-owned or -controlled servers or computers.
- 2.2.5 Developer will promptly comply with requests made by Personal relating to the administration, operation, support, maintenance, or any additional development of any API, including but not limited to, a request to delete or remove any Developer Content.
- 2.2.6Developer shall be solely responsible for: (i) the technical operation, maintenance and support (including end user support) of the Application and all related equipment, including the use of appropriate security measures to protect Data as set forth herein; (ii) the Developer Content and all materials displayed on or within the Application, including the accuracy and appropriateness thereof; and (iii) ensuring that the Application accurately and adequately discloses how Developer collects, uses, stores, and discloses Data in connection with Owner use of the Application as set forth below under “Privacy and Security.”
2.3 Restrictions. In its exercise of the license rights granted in Section 2.1 above, Developer agrees to comply with the following restrictions:
- 2.3.1 Developer shall not remove, obscure, or alter any notice of patent, copyright, trademark, logo or other proprietary right appearing on or contained within the Personal API or the Personal Content.
- 2.3.2 Developer shall cease accessing a copy of Data in an Owner’s Data Vault as soon as it no longer has permission under an applicable consent to grant access to such Data from an Owner. If Owner does not have a separate account with Developer, then Developer shall also delete and dispose of any such Data after it no longer has permission to access such Data or it is no longer necessary.
2.4 Privacy and Security. Your right to exercise the license granted in Section 2.1 is expressly conditioned upon compliance with the following privacy and security provisions:
- 2.4.1 Developer shall not access any Owner Data, or address books, photos, location data or other similar personal information of an Owner or from an Owner’s device (which shall be deemed Owner Data for purposes of this Agreement) at any time without providing adequate notice to such Owner of such intended access and obtaining appropriate consent from each such Owner. In addition, Developer shall at all times comply with applicable privacy and data protection laws and standards, including prohibitions against unfair or deceptive acts and practices.
- 2.4.3 Developer shall protect Owner Data, including any address book, photographic, location or similar personal information it has collected from an Owner, in accordance with all applicable law, including privacy, data security and data breach notification requirements.
- 2.4.4 Developer (or the name of the contact provided to Personal when you applied for an API key) must be reasonably reachable at all times for security questions or concerns. Developer may change this name or contact by signing up for a new API key, and providing the correct contact information and using the new API key instead.
- 2.4.5 Developer’s networks, operating system and software of its web server(s), routers, databases, and computer systems (collectively, “Systems”) must be properly configured to industry best practice standards, as required to securely operate any Application. If you do not completely control any aspect of such systems, you shall nonetheless be fully responsible for their compliance with all of the terms and conditions of this Agreement.
- 2.4.6 Developer shall employ industry standard physical and electronic security measures, including, but not limited to (i) logging all instances of access to Developer’s Systems to enable a complete audit trail of activities; (ii) encrypting all passwords for Developer Systems that store or process any Data; (iii) using only passwords that are unique, unintuitive, and changed often; (iv) minimizing access to and use of such passwords; and (v) promptly disabling passwords and access to Developer Systems for individuals whose employment with Developer has been terminated. Personal reserves the right to include additional, specific requirements regarding physical and electronic security measures, from time to time.
- 2.4.7 Where applicable, Developer is solely responsible for securing clear, express consent from each Owner under a consent to grant access before retrieving Data from or importing Data to an Owner’s Data Vault. You will strictly comply with the scope of express consent granted to you by an Owner when accessing such Data.
- 2.4.8 Developer’s Application and all other Developer Content must be checked with industry standard up-to-date antivirus and anti-worm software, determined to be virus-free and worm-free, and must not contain harmful scripts or code.
- 2.4.9 Developer must promptly report to Personal in writing any security deficiencies in or intrusions to its Systems of which Developer becomes aware that potentially affects use of the APIs or the security of an Owner’s Data to which the Developer may have access, cooperate with Personal to immediately correct any security deficiency, and disconnect immediately any intrusions or intruder. In the event of any such security deficiency or intrusion, Developer agrees not to make any public statement with respect thereto without the prior written consent of Personal
- 2.4.10 Personal reserves the right, at its own expense, to review (or to have an independent third party review) Developer’s compliance with the privacy and security provisions set forth in this Section 2.4. Developer will, at Developer’s sole cost and expense, correct any security flaws detected by such a review as soon as possible. Developer will then promptly certify to Personal in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken. Any review will be conducted during regular business hours in such a manner as not to interfere with normal business activities. If a review reveals a material breach of any of the security provisions set forth in this Section 2.4, Developer will reimburse Personal for the reasonable costs of the review.
- 2.4.11 Personal reserves the right to terminate this Agreement or suspend Developer’s access to the Personal Service for any breach or suspected breach of this Section 2.4, and Personal shall incur no liability to Developer as a result of any such action.
2.5 Support. Personal may elect to provide Developer with support or modifications for the APIs (collectively, “Support”), and may terminate, suspend or modify such Support or the terms on which it is provided or offered at any time without notice to Developer. Personal may change, suspend, or discontinue the APIs or any aspect of the APIs at any time, including the availability of any APIs. Personal may also impose limits on certain features and services or restrict Developer’s access to parts or all of the APIs or the Personal Service site without notice or liability.
2.6 Use of Marks. Developer may use Personal trademarks, trade names or logos (collectively, the “Personal Marks”) solely during the term of this Agreement and as permitted in and subject to the Brand Guidelines. Developer shall not use the Personal Marks for any other purpose. Developer specifically acknowledges that entry into any agreement with a third party for the purchase of traffic or search terms involving keywords that are identical to or similar to any Personal Marks will constitute a breach of this Agreement and will, whether occurring during or following the term of this Agreement, also constitute trademark infringement. Personal may use Developer’s trademarks, trade names or logos (collectively, the “Developer Marks”) solely for the purpose of indicating that Developer is a member of the Personal App Developer Network.
3 INCORPORATION AND APPLICABILITY OF OTHER AGREEMENTS
4 TERM AND TERMINATION
4.1 Term of Agreement. This Agreement begins the date Developer first applies for an API Key or is otherwise provided one directly by Personal, and continues until its termination in accordance with Section 4.2.
4.2 Termination. Developer may terminate this Agreement at any time by ceasing to use the APIs, and canceling and deleting its account. Personal may terminate this Agreement (a) for any reason or no reason upon either written notice (including notice by email or other electronic means) to Developer or by disabling Developer’s access to the APIs or Developer’s account and (b) without liability to Developer or any third parties. Additionally, Developer’s right to use the APIs shall immediately terminate, without notice, upon any breach by Developer of this Agreement.
4.3 Effect of Termination. In the event of any termination of this Agreement or Developer’s right to use the APIs, Developer shall immediately terminate its access to and/or use of and delete any and all Owner Data in its possession or under its control, except if Developer has explicit consent from an Owner after termination, such as a separate account registration. Developer’s right to access and use any API or otherwise participate in the Personal App Developer Network shall immediately terminate.
4.4 Survival. All provisions of this Agreement that, by their nature, should survive any termination or expiration of this Agreement shall do so, including, but not limited to, Sections 2.2, 3, 4.4, and 6-11. Any termination or expiration of this Agreement shall not relieve Developer of any obligations that may have arisen or accrued prior to such termination or expiration or limit any liability Developer otherwise may have to Personal, including, but not limited to, any indemnification obligations contained herein.
Personal may modify, amend or change the terms, conditions, or provisions of this Agreement at any time and for any reason. If a change, in our sole discretion, to this Agreement is material, we will notify you (for example, by email to the email address in your account or highlighting the updated version on our API homepage). It is your responsibility to keep your email address current. We will post the new agreement here and indicate the date it was last revised. Your continued access or use of the APIs after any changes will constitute your binding acceptance of the new agreement. If you disagree with changes to this Agreement, your only recourse is to cease your participation in the Personal App Developer Network, and you will no longer be licensed or permitted to use the API.
6 WARRANTIES AND DISCLAIMERS
6.1 Representations and Warranties of Developer. Developer represents and warrants that (i) Developer has full power and authority to enter into this Agreement, (ii) as of the time Developer accepts this Agreement and during the terms of this Agreement, Developer complies with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement and the operation of any Developer website (“Developer Site(s)”) and any Application(s), (iii) all content and materials on any Developer Site and any Application is owned or validly licensed for use by Developer, or is in the public domain, (iv) none of the content on any Developer Site or in any Application is defamatory, constitutes obscenity, harassment or violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy or publicity, (v) none of the content and materials on any Developer Site or any Application constitutes or results in any consumer fraud, product liability, breach of contract to which you are a party or which cause injury to any third party, (vi) no Developer Site or Application contains or directly links to any pornography, obscene language or other obscene content, or support for violent or hate groups, or content that is abusive, illegal, hateful, harmful, harassing, or racially or ethnically discriminatory, and (vii) no Developer Site or Application is an incentive-based web site, such as a lottery or sweepstakes site which rewards users for clicking on links.
6.2 Disclaimer of Warranties. YOU UNDERSTAND AND AGREE THAT THE APIs AND THE PERSONAL SERVICE ARE PROVIDED TO DEVELOPER “AS IS” AND “AS AVAILABLE”, AND PERSONAL MAKES NO WARRANTY OR REPRESENTATION REGARDING THE APIs OR THE PERSONAL SERVICES, OR THAT ACCESS TO EITHER OF THEM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. PERSONAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THE APIs AND THE PERSONAL SERVICE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law.
7 LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PERSONAL, ITS LICENSORS, PARTNERS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE APIs OR THE PERSONAL SERVICE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY, EVEN IF PERSONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT THE TOTAL LIABILITY OF PERSONAL TO DEVELOPER FOR ANY AND ALL CLAIMS ARISING FROM YOUR USE OF THE APIs, AND/OR THE PERSONAL SERVICE OR OTHERWISE ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY DEVELOPER FOR ACCESS TO THE API OR OTHER PERSONAL SERVICES IN THE PRECEDING YEAR. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PERSONAL AND YOU. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply.
To the maximum extent permitted by applicable law, Developer agrees to defend, hold harmless and indemnify Personal and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, employees and Owners from and against any third party claim arising from or in any way related to Developer’s use of the APIs and/or the Personal Service, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. Personal shall use good faith efforts to provide Developer with written notice of such claim, suit or action.
9 Dispute Resolution, Arbitration Agreement, and Class Action Waiver
Informal Dispute Resolution. If you have a problem or concern with our APIs, our goal is to learn about and address your concern. You agree that you will notify Personal about any dispute regarding this Agreement by sending an email with the subject line “Notice of Dispute” to legal AT personal.com. Your Notice of Dispute must include your name, pertinent account information (such as the email address linked to your account) to identify yourself as a Developer on our APIs, a brief description of your dispute, and contact information. You and we will attempt to resolve it through informal negotiation within 60 days from the receipt of your Notice of Dispute. If the dispute cannot be resolved within 60 days, either you or we may initiate formal proceedings according to this Agreement, and you may proceed to binding arbitration or small claims court as described below.
Binding Arbitration. If you decide that we haven’t satisfied your concern and that you must pursue alternative means to address it, you agree that any disputes and/or claims arising from this Agreement and/or the use of the APIs shall be resolved exclusively through binding arbitration, rather than a court (the “Arbitration Agreement”). In return, Personal agrees to arbitrate any claims or disputes that it may have against you arising from this Agreement and/or your use of the APIs or Personal Service using this same procedure. Any arbitration shall be subject to the Federal Arbitration Act, governed by the rules of the American Arbitration Association, and conducted before a single neutral arbitrator in Washington, D.C., unless you and Personal agree otherwise. The arbitration will be conducted in English. The arbitrator shall not be bound by rulings in prior arbitrations involving different Developers. Each party shall bear its own costs, including any attorneys’ fees, associated with such arbitration. Any award rendered in arbitration shall be final and binding, and may be enforced in any court having competent jurisdiction. In addition and without limiting the foregoing, you agree that Personal shall have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) outside of arbitration in any jurisdiction. Notwithstanding this provision, you may bring your claim in a small claims court of competent jurisdiction after attempting to resolve your dispute informally.
CLASS ACTION WAIVER. YOU AGREE TO WAIVE YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION IN STATE OR FEDERAL COURT AND MAY ONLY USE INFORMAL DISPUTE RESOLUTION, BINDING ARBITRATION OR SMALL CLAIMS COURT TO RESOLVE YOUR DISPUTE ON AN INDIVIDUAL BASIS. In return, Personal waives its right to join or consolidate claims in arbitration by or against other Developers. If this class action waiver is found unenforceable, you and we agree that any class action, representative action, or private attorney general action will be prosecuted in a court of competent jurisdiction, rather than through mandatory arbitration, and the remainder of this Agreement and this Section 9 will continue to apply.
Regardless of any statute or law to the contrary, you agree that any claim or cause of action you may have with respect to the Personal Service must be filed within one year after the claim or cause of action arose or be forever barred.
10 GOVERNING LAW
You and we acknowledge that this Agreement evidences a transaction involving interstate commerce. You agree that this Agreement will be governed by and construed in accordance with the laws of the United States (including the Federal Arbitration Act) and the State of Delaware, excluding its conflicts-of-law rules, regardless of your country of origin or where you access the APIs and/or Personal Service, and this Agreement will specifically not be governed by the United Nations Convention on the Law Applicable to Contracts for the International Sale of Goods, if otherwise applicable. Your use of the APIs and the Personal Service may be subject to other local, state, national, and international laws.
11.1 Amendment; Entire Agreement; Interpretation. This Agreement and the other Personal agreements and policies expressly incorporated by reference, as each may be amended or modified by Personal in accordance with its terms from time to time, together constitute the entire agreement between Developer and Personal, and supersede and replace any and all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. For purposes of clarity, any and all rights and options of or granted to Personal in this Agreement (including rights to make certain choices, decisions, or elections) may be exercised by Personal in its sole and absolute discretion.
11.2 Assignment. Developer may not assign or transfer (by operation of law or otherwise) this Agreement or any rights under or in connection with this Agreement, either in whole or in part, without the prior written consent of Personal, except that a Developer may assign the Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets. The continued use of the API by such successor in interest will constitute acceptance of this Agreement. Any assignment in violation of this Section 11.2 shall be void and of no effect.
11.3 Relationship of the Parties. The parties to this Agreement are independent contractors, and nothing in this Agreement shall be deemed or construed to create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.4 Waiver and Severability. The failure of Personal to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
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