These Terms apply to your use of www.lynkos.com, including future related sites (the "Website") and any and all data, texts, software, documents and/or other materials on the Website ("Contents") associated with the Application Programming Interface (API). Registered users of the Website ("Lynkos Members") are entitled to upload Contents on the Website.
1. API Licensed Uses and Restrictions
Subject to full compliance with the Terms, Lynkos, Inc. ("Lynkos") hereby grants You a limited, personal, non-sublicenseable, non-transferable, non-exclusive and revocable license to access and use the API for the sole purpose of creating and running websites and applications (collectively, "Applications") in compliance with all the requirements and conditions set forth in the Terms.
- Guarantee that Your use of the API is, at the sole discretion of Lynkos, within the scope of Lynkos’ objectives.
- Take reasonable precautions to comply with all applicable Lynkos Members' restrictions, as specified by Lynkos Members, for example and including by not limited to, on their Lynkos profile, Lynkos shop policies or item description, concerning the use of any contents posted on Lynkos by Lynkos Members (collectively, "Member Contents"); and, please, remember that Lynkos does not own any Member Contents and that the same are exclusively owned by members.
- Link back directly to product information and/or image Contents on Lynkos, where the Application utilizes product information and/or images.
- Provide a prominently displayed email address on Your Application for third parties to contact You regarding any questions or issues. You shall timely respond to such inquiries.
- Be solely responsible for all the aspects of Your Application and for any contents appearing therein, as well as for providing all customer support to end-users in connection with Your Application.
- Be truthful and honest about the Application to Lynkos and Your users.
You shall not:
- Use the API for any Application that replicates or attempts to avoid the Website's checkout process or attempts to replace the essential user experience of Lynkos.com.
- Attempt to avoid any security measures or technical limitations of the API.
- Cache or store any Contents or Lynkos Member Contents other than for reasonable periods for the purpose of providing the service to Lynkos Members.
- Display item Contents or product information and/or images that are more than six (6) hours older than such information is on the Website, and other Lynkos Contents cannot be more than twenty-four (24) hours older than such Contents on the Website.
- Use the API (or any Contents or Lynkos Member Contents contained in the API) in any manner or for any purpose whatsoever that may infringe any laws or regulations, any personal rights, including but not limited to intellectual property rights, rights of privacy or rights to personality, or to engage in activities that would infringe any fiduciary relationships, any applicable local, state, national or international laws, or any regulations having the force of law (including but not limited to exportation laws).
- Use the API in any manner that may disrupt the flow of dialogue or otherwise adversely affect other Lynkos Members' ability to use the Website or the ability of any device to access the Website, the Contents or any of Lynkos’ associated services, or that may negatively impact the stability of Lynkos.com servers or the behavior of other Applications using the API, or transmit software viruses or any other computer codes, files or programs conceived and designed to interrupt, destroy or impair the functionality of any software, hardware or telecommunications equipment.
- Use the API in any manner that exceeds reasonable volumes or constitutes excessive or abusive usage. Users are allocated 5,000 calls per day by default.
- Sell, lease or sublicense the API or access thereto.
- Modify, decompile, extend, subset or superset the API or otherwise alter the API in any way whatsoever.
- Use the API in a way that may harm the interests of Lynkos, the Website, any of its affiliates, the API or its program, or other users of the Website.
- Transmit spam or upload, post or otherwise transmit Contents that are inaccurate, harmful, obscene, defamatory, racist or otherwise offensive to others.
- Misrepresent or lie about Your identity or affiliation to Lynkos, any person or any business.
- Upload, post, collect or store Website member identity and password combinations.
- Upload, post, collect, store, share, transfer or process any personal information or data about Lynkos Members, unless specifically authorized by such member.
- Forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Contents transmitted through the Website.
- Provide, procure or allow third party access to the Website, unless You are expressly authorized by Lynkos to do so.
- Degrade Lynkos or knowingly defame the name, reputation, image or goodwill of Lynkos in connection with Your Application or participation in the API program.
ALL RIGHTS NOT EXPRESSLY GRANTED IN THE TERMS ARE HEREBY RESERVED BY LYNKOS AND ITS LICENSORS.
LYNKOS, as well as other Lynkos graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, brands or trade dresses of Lynkos in the United States and/or other countries ("Lynkos’ Trademarks"). Subject to full compliance with the Terms and with Lynkos' Trademark Guidelines, Lynkos hereby grants You a limited, personal, non-sublicenseable, non-transferable, non-exclusive and revocable license to use Lynkos' Trademarks in Your Application.
You shall not use or alter any texts, logos, Lynkos' Trademarks, Lynkos' signature colors or Lynkos' layout in such a way that may suggest endorsement or affiliation by Lynkos to any other site with similar misleading graphics.
Both the Lynkos logo and any of Lynkos' Trademarks shall be used in their entirety and must not be altered or used in a misleading way.
You shall not use any brand confusingly similar to Lynkos' Trademarks.
Any use of the Lynkos logo or Lynkos' Trademarks in Your Application shall be less prominent than the logo or brand that primarily describes the Application and Your use of the Lynkos logo shall not imply any endorsement or affiliation whatsoever by Lynkos.
You may advertise and/or issue press or blog releases of Your Application only if You state that the same was created through the Lynkos API and that You do not imply in any way whatsoever that Your Application is endorsed or certified by Lynkos.
- You shall place or display the following notice at a prominent location of Your Application:
"The term 'Lynkos' is a trademark of Lynkos, Inc. This application uses the Lynkos API but is not endorsed or certified by Lynkos, Inc."
Without limiting the foregoing, Lynkos shall be entitled to carry out quality assurance inspections of the Applications and reserve the right to use Lynkos' Trademarks if at Lynkos’ discretion, the quality is not satisfactory.
3. Registration Data
In consideration for Your use of the API, You hereby agree to:
- Provide accurate, current and complete information about You, as may be requested by Lynkos during the registration process and ongoing participation in Lynkos' API program (the "Registration Data"), as well as update and keep all such information accurate, current and complete at all times.
- Maintain the security of Your password and identification; remember, you shall be responsible for any consequences arising from failure to do so.
- Evaluate and bear all risks associated with Your use of the API, Contents or services, including any reliance on the accuracy, completeness or usefulness of the Contents and the risks entailed by unauthorized access.
- Take all appropriate precautions against viruses and warrant that Your networks, operating systems and software are properly set up to Internet industry standards, including but not limited to security standards.
- Report forthwith any security deficiencies You become aware of to Lynkos by email communication to email@example.com.
You shall be solely responsible for the proper protection and backup of the data and/or equipment You use in connection with the API and/or the Website. The interactivity and Web services features of the Website are intended for use by the persons who have authenticated their identity and lawfully received an API Key to the Website from Lynkos and/or its affiliates ("Registered Users"). By using the API and/or the Website in any manner, You represent that You are a Registered User. You further consent and authorize Lynkos and/or its affiliates to verify Your Registration Data.
4. Commercial Use of the API
In general, reasonable commercial uses of the API are permitted. Non-limiting examples of what is prohibited, unreasonable commercial use include:
- Selling the API, Member Contents (that are not Your property) or related services, or access to any of the foregoing.
- Charging users a fee to use or access the portion or aspect of Your Application that integrates the API or an aspect of Lynkos provided by the latter to Lynkos Members free of charge.
- Using the API primarily to drive traffic to other non-Lynkos websites or services.
Examples of permitted, reasonable commercial uses include:
- Charging users a fee for portions or aspects of the Application that do not integrate the API, such as selling your own products or services.
- Displaying advertising in your Application, inasmuch as You are not misleading or abusing users.
- Any use that is expressly authorized by Lynkos.
If You are not sure if Your Application has a permitted reasonable commercial use, or anticipate that You will or have already exceeded the limit of 5,000 calls per day, please contact us at firstname.lastname@example.org and provide us with as much information as possible and we'll be happy to assist you.
5. Your Obligations and Conduct; Use of Services
You hereby expressly agree that Lynkos and its affiliates have no liability or control over the Contents that You, or other Lynkos Members, upload, post or otherwise transmit through the Website and/or the API (including, without limitation, any Contents submitted to any forum) or modifications You may make to the Contents or Member Contents. You consent that Lynkos and its affiliates may or may not (as determined at their sole discretion, and without an obligation to do so) review the Member Contents before You upload, modify, post or otherwise transmit such Member Contents. Lynkos makes no representation whatsoever that Your use of the Website, the Contents, or the API will comply with any applicable laws or that they were designed to comply with any applicable laws. Likewise, Lynkos and its affiliates do not represent, warrant or guarantee the truthfulness, accuracy, quality or reliability of any of the Contents posted, displayed, linked to or otherwise transmitted theough the Website. Lynkos and its affiliates do not endorse any opinions expressed in or through any such Contents. You agree to evaluate and bear all risks associated with the use of any Contents, including any reliance on the accuracy, completeness or usefulness of the same. Except where expressly stated to the contrary, Lynkos possesses the immediate right, but not the obligation, to edit or remove any Contents from the Website at any time and/or terminate Your permission to access the Website and/or the API without prior notice, at its sole discretion. You further acknowledge and agree that Lynkos may have something similar to Your feedback or Application already under consideration or in development now or in the future.
6. Amendment of Terms
Lynkos reserves the right at any time and at its sole discretion, without liability to You or any third party, to modify, amend, restrict, suspend, deny or terminate Your access or the access of all users to the Website, the API, or any of the Website's Contents or services. Termination of a license to use the Website and/or the API does not constitute termination of these Terms.
Lynkos may amend these Terms, including, without limitation, the agreements and policies incorporated herein by reference, at any time. When Lynkos amends any such agreement or policy in a material way a notice will be posted on the Website, and when any change is made in any such agreement or policy, the updated agreement or policy, as applicable, will be posted at the applicable link above or a successor link. You understand and agree that if You use the API or the Website or any of the services offered in connection therewith after the date on which any of the foregoing terms have changed, Lynkos will deem Your use as acceptance of the updated terms.
7. Property Rights
The Website, including without limitation all the Contents and all intellectual property rights in and to the same, is the property of or licensed to Lynkos, its affiliates, or our third-party content providers.
You shall not modify, decompile or reverse-engineer any software (including, without limitation, the API) disclosed to You by Lynkos or its affiliates, and You must not remove or modify any copyright or trademark notice, or other ownership notice. Subject to the following paragraph, You hereby acknowledge and agree that no right, title or interest in and to any Contents is transferred to You as a result of Your use of such Contents, the Website, the API or any services provided or otherwise made available through the Website.
Lynkos and its affiliates do not claim ownership of Member Contents and shall not be liable in any way for such Member Contents, in each case except to the extent expressly undertaken by written agreement. You shall not do or allow anyone else to do anything with the Contents which is not specifically permitted under the Terms.
As between You and Lynkos, You are also solely responsible for all aspects of Your Application.
9. Website Human Use Restriction and Use of API
The API is the only supported method for users to access data programmatically from Lynkos. The Lynkos Website, including the Contents and applications, is published only for direct access by human users. 'Spiders', 'crawlers', 'bots' and all other automated software or hardware devices designed to access and 'read' or otherwise analyze the Website independently are prohibited unless they are expressly so authorized by Lynkos. For example, you agree not to:
- 'Screen scrape' pages on the Lynkos Website, even if such data is not available in the Lynkos API.
- Reverse-engineer internal data feeds used by the Lynkos Website, including Lynkos' flash applications, even if such data is not available in the Lynkos API.
- Access legacy or internal APIs used by Lynkos but not available through the public API.
10. Fees and Payments
Lynkos hereby reserves the right to charge fees for future use of or access to the Lynkos API.
11. NO WARRANTY
LYNKOS, LYNKOS' AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, AND LYNKOS' SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE WEBSITE, API, CONTENTS AND ANY SERVICES ASSOCIATED THERETO "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, BE IT EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, LYNKOS, IN ITS OWN NAME AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND LYNKOS' SUPPLIERS AND SERVICE PROVIDERS, HEREBY SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND IN CONNECTION WITH THE WEBSITE, API, CONTENTS AND ANY SERVICES ASSOCIATED THEREWITH, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MARKETABILITY, PERFORMANCE, SUITABILITY FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (EITHER ORAL OR WRITTEN) OBTAINED BY YOU FROM LYNKOS SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GRANTS YOU SPECIFIC LEGAL RIGHTS, HOWEVER, YOU MAY HAVE OTHER LEGAL RIGHTS VARYING FROM STATE TO STATE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN INTEGRAL PART OF THIS AGREEMENT.
12. LIMITS TO LIABILITY
IN NO EVENT SHALL LYNKOS, (AS APPLICABLE) LYNKOS' AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR LYNKOS' SUPPLIERS AND SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO (A) YOUR OR ANYONE ELSE’S CONDUCT IN CONNECTION WITH THE USE OF THE WEBSITE, API, LYNKOS' SERVICES, OR (B) THE TERMS, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR LOSS OF OPPORTUNITY OR GOODWILL, OR COST OF REPLACEMENT SERVICES, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING LIMITATIONS TO LIABILITY SHALL NOT APPLY TO DAMAGES FOR BODILY INJURY WHICH, AS PER THE APPLICABLE LAW, CANNOT BE SO LIMITED.
13. HOLD HARMLESS AND INDEMNITY CLAUSE
YOU HEREBY AGREE TO INDEMNIFY AND HOLD LYNKOS AND (AS APPLICABLE) LYNKOS' AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND EMPLOYEES, AND LYNKOS' SUPPLIERS AND SERVICE PROVIDERS, HARMLESS FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES AND COMPLAINTS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, ARISING FROM OR IN CONNECTION WITH ANY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS FILED OR BROUGHT BY ANY THIRD PARTY DUE TO OR ARISING FROM YOUR BREACH OF THE TERMS OR THE DOCUMENTS INCORPORATED BY REFERENCE, OR YOUR INFRINGEMENT OF ANY LAWS OR THE RIGHTS OF A THIRD PARTY.
15. Copyright and Intellectual Property Policy
Lynkos' Copyright and Intellectual Property Policy is found here, its terms being hereby incorporated by reference.
16. General Terms
Equitable Relief. You hereby agree that any breach of the Terms will result in irreparable damage to Lynkos or its affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Lynkos or its affiliates shall be entitled to equitable relief, including both a preliminary and a permanent injunction, if such a breach occurs or is threatened. You waive any requirement for the posting of a bond or other security if Lynkos or its affiliates seek such an injunction.
No Agency. You hereby acknowledge and agree that the relationship between You and Lynkos and its affiliates (if applicable) is that of independent contractors. Nothing in these Terms shall be construed as creating a partnership, employment contract, agency, joint venture or franchise relationship between Lynkos or any of its affiliates and You.
Waiver. Any express waiver or failure to exercise any rights under the Terms shall not create a continuing waiver or any expectation of non-enforcement. Any waiver of the Terms must be issued in writing and signed by the party against whom enforcement of the waiver is sought. If any provision of the Terms is deemed invalid by any law or regulation of any government, or by any court or arbitrator, the parties hereby agree that such provision will be replaced by a new provision that accomplishes the original business purpose, and the remaining provisions of the Terms shall continue in full force and effect.
No Third Party Beneficiary. You hereby acknowledge and agree that, except it is otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.
Choice of Law. The Terms shall in all respects be interpreted and construed with and by the laws of the State of New York, regardless of its principles for conflict of laws. The parties hereby disclaim the application of the U.N. Convention on Contracts for the International Sale of Goods.
The sole and exclusive jurisdiction and venue for proceedings and disputes arising under the Terms shall be the state and federal courts of the Southern District of the State of New York. You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under the Terms shall be entitled to its costs and legal fees.
Entire Agreement. The Terms constitute the entire agreement between You and Lynkos in what concerns their subject matter, and they cancel and supersede any previous versions of the Terms as well as all prior agreements (whether oral, written or otherwise) and representations between You and Lynkos. No amendments to the Terms shall be binding unless they are issued in writing and signed by an authorized Lynkos representative. You may not assign, sublicense, delegate or otherwise transfer the Terms or any right granted hereunder, in whole or in part, whether voluntarily or by operation of law, and any attempt to do any of the foregoing in violation of this provision will be null and void. Lynkos hereby expressly reserves the right to assign the Terms and to delegate any of its obligations hereunder. The Terms are binding on and inure to the benefit of each party hereto as well as their heirs, successors and authorized assignees.