Lexer API Terms and Conditions
1. Acceptance and Set-Up
1.1.
API Terms. Thank you for using the Lexer Application Programming Interfaces (the Lexer APIs). To access Lexer APIs (including processing any data obtained using Lexer APIs), you agree to these API Terms and Conditions (the API Terms), as well as other applicable terms and policies. These include Lexer’s Acceptable Use Policy, Data Processing Addendum, or any Master Services Agreement Lexer (We, Us) may have directly with you (if applicable) or the company or legal entity that you represent. You must also abide by any and all guidelines or other documentation provided by Lexer for use in connection with the Lexer APIs that We may provide you in writing (the API Documentation).
1.2.
Power to bind a company. If you are accepting these API Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these API Terms, you are accepting these API Terms on behalf of that entity, and all references to “you” in these API Terms refer to that entity.
1.3.
Consequences of using APIs. Please read these API Terms carefully. If you do not agree with any part of these API Terms, you must not use Lexer APIs.
1.4.
Prohibitions on accepting API Terms. You may not use the APIs and may not accept the Terms if:
1.4.1.
You are not of legal age to form a binding contract with us; or
1.4.2.
You are a person barred from using or receiving the APIs under the applicable laws of Australia, the United States or other countries including the country in which you are resident or from which you use the APIs.
1.5.
Updates to API Terms. We may update these API Terms from time to time by posting an updated version to Our website and any such updates will be effective upon posting. Your continued use of the Lexer APIs constitutes your acceptance of the modified API Terms. We encourage you to review these API Terms regularly.
2. License Grants and Restrictions
2.1.
API Licence Grant. These API Terms grant you a limited, non-exclusive, non-sublicenseable, non-assignable, non-transferable, revocable licence to:
2.1.1.
access and use the Lexer APIs and API Documentation that connects to Lexer’s products and services (Lexer Services), or have access to the data within the Lexer Services (an Integration);
2.1.2.
receive, modify, use, and display content (the Content) retrieved using the Lexer APIs for the sole purposes of developing, testing and supporting software, services, or modules (Your Application) that connect to the Lexer Services, or data held within the Lexer Services; and
2.1.3.
distribute Your Application to end users (including where you charge for Your Application) and to allow such end users to access your Integration of the Lexer APIs within Your Application.
Subject to the exclusions in clause 2.2. below.
2.2.
Exclusions under Licence Grant. You must not:
2.2.1.
use the Lexer APIs for any other purpose other than those specified in clause 2.1 without Lexer’s prior written consent; and
2.2.2.
Use the Lexer APIs in breach of the restrictions set out in clause 3.2 below.
2.3.
Trade Mark Licence. We grant you a non-exclusive, revocable and limited licence to use Lexer’s trade marks (whether registered or unregistered) for the purposes of promoting Your Application and its integration with our services via the Lexer APIs, for so long as Your Application uses the Lexer APIs.
3. Your Use of the Lexer APIs
3.1.
Your Obligations under these API Terms. In connection with your use of the Lexer APIs, you:
3.1.1.
must comply with the API Terms and other documentation provided and specified in clause 1.1. above;
3.1.2.
must comply with any requirements or restrictions imposed on usage of Content by the owner of such content. Although the Lexer APIs can be used to provide you with access to Content, neither Lexer’s provision of the Lexer APIs to you nor your use of the Lexer APIs overrides any requirements or restrictions placed on such Content by the user or a third party with a legal interest in the Content;
3.1.3.
must maintain a user agreement and privacy policy for Your Application, which is prominently identified or located where users download or access Your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms;
3.1.4.
must comply with all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws);
3.1.5.
are solely responsible for all costs incurred by you in the creation and maintenance of the Integrations and Your Application.
3.2.
Restrictions. You will not use the Lexer APIs and shall not direct, encourage, or assist any other party to, access or use the Lexer APIs to:
3.2.1.
improperly use the Lexer APIs, including creating Internet “links” to the Lexer APIs, “framing” or “mirroring” any part of the Lexer APIs on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Lexer APIs;
3.2.2.
use the Lexer APIs to violate our Acceptable Use Policy (in particular, any activity listed in clause 2.2.3 (Usage Restrictions) in relation to Lexer APIs is considered violation of the Acceptable Use Policy);
3.2.3.
launch or cause to be launched on or in connection with the Lexer APIs a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the Lexer APIs;
3.2.4.
aggregate Lexer’s Content with competitors’ data;
3.2.5.
access, store, or share Content to which the user has not granted you explicit access rights;
3.2.6.
make requests that exceed our rate limits or use the Lexer APIs in a manner that impacts the stability of Lexer's servers or impacts the behavior of other applications using the Lexer APIs;
3.2.7.
engage in any activity that: (a) compromises, breaks, or circumvents any of our technical processes or security measures associated with the Lexer Lexer APIs, the Service, or the Website or (b) poses a security vulnerability to other users;
3.2.8.
request or publish information impersonating a Lexer user or misrepresent any user or other third party in requesting or publishing information;
3.2.9.
create or disclose metrics about, or perform any statistical analysis of, the Lexer APIs;
3.2.10
display Content on any site that disparages Lexer or the Lexer Services, or infringes any Lexer intellectual property or other rights;
3.2.11.
copy, sell, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorised under applicable statutory law), modify or alter any part of the Lexer APIs;
3.2.12.
sell, rent, lease, share, transfer, assign, or sublicense any Content or other information or data obtained through the Lexer APIs, directly or indirectly, to or with any third party, including any data broker, ad network, ad exchange, or other advertising or monetisation-related party; or
3.2.13.
attempt to cloak or conceal your identity or Your Application's identity when requesting authorisation to use the Lexer APIs.
3.3.
Usage Limitations. We may limit the maximum amount of Content that may be accessed, the rate at which such Content may be accessed, and/or the number of network calls that Your Application may make via the Lexer APIs.
3.4.
Fees and Payment. Lexer reserves the right to charge fees for the use of or access to the Lexer APIs.
3.5.
Suspension and Termination. Your license to utilise the Lexer APIs continues until it is terminated by either party in accordance with these API Terms. You may terminate this license at any time by discontinuing use of the Lexer APIs. Lexer may suspend or terminate your right and license to use all or any of the Lexer APIs or the API Documentation at any time, with or without cause, and without notice to you. Upon termination of your license for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of Content.
3.6.
Updates to Lexer APIs. The Lexer APIs may evolve and change over time. While we do our best to notify developers of major changes in advance, we reserve the right to modify the Lexer APIs, cease to offer support for the Lexer APIs, or require you to use the Lexer APIs in a different manner at any time without notice.
4. PRivacy and Security
4.1.
Compliance with privacy laws. You agree to:
4.1.1.
comply with all applicable privacy laws and regulations including those applying to personally identifiable information (PII).
4.1.2.
provide and adhere to a privacy policy for your Integrations that clearly and accurately describes to users of your Integrations what user information you collect and how you use and share such information with us and third parties;
4.1.3.
obtain express permission from Lexer’s clients before you access their Lexer accounts for the purposes of an Integration;
4.1.4.
immediately delete an individual’s data if Lexer’s client requests deletion on the individual’s behalf, and delete a Lexer client’s data if requested by that client.
4.2.
Appropriate security. You agree to implement and maintain appropriate technical and organisational security measures designed to protect all Content and data, including PII, from unauthorised access, use loss, destruction, damage, alteration, or disclosure in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care. You agree to notify both us and your users of any unauthorised access or use of such information to the extent required under applicable law. In the event of a security deficiency or incident, outage, or any other event that may impact or compromise the Lexer APIs, or Lexer Services, you agree to work with us immediately to assess and remedy the situation. You also agree to coordinate with us on any public statements before publication.
4.3.
Obligation to obtain privacy consents. If your use of the Lexer APIs requires or will likely result in the provision of personal information directly to Lexer, you agree:
4.3.1.
to adequately inform and obtain all necessary consents and authorizations from the applicable users to provide such personal information to Lexer and retain written records of such consents; and
4.3.2.
not to submit or transmit the following types of sensitive personal data must not be submitted to Lexer via Lexer APIs:
4.3.2.1
government-issued identification numbers (for example, drivers’ licence, social security or tax file numbers);
4.3.2.2
financial information of end customers (such as credit or debit card numbers, any related security codes or passwords, and bank account numbers);
4.3.2.3
information related to an individual’s physical or mental health; and
4.3.2.4.
information related to the provision or payment of health care.
4.4.
Audit right. We reserve the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit your Integration, systems and records to confirm your compliance with these API Terms. If requested, you must provide us with proof that your Integration complies with these API Terms.
5. Liability and Indemnity
5.1.
Disclaimer of Any Warranty. Lexer does not represent or warrant that any Lexer APIs are free of inaccuracies, errors, bugs or interruptions, or are reliable, accurate, complete or otherwise valid. THE LEXER APIs ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTY OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE LEXER APIs WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOUR USE OF THE LEXER APIs IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY Lexer APIs INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
5.2.
Limitation of Liability. WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE LEXER APIs, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE LEXER API TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
5.3.
Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Us, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of the Lexer APIs, the Content. If you are a California resident, you waive your rights under California Civil Code 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
5.4.
Indemnification. To the maximum extent permitted by applicable law, you agree to indemnify and hold Us harmless and Our subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all third party claims arising from or in any way related to your use of the Lexer APIs, including any liability or expense arising from all claims, losses, damages, liabilities, costs and fees (including reasonable attorneys' fees) of every kind and nature. Notwithstanding anything contained in the preceding sentence, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.
5.5.
Remedies. You acknowledge that your breach of these API terms may cause irreparable harm to Lexer, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Lexer may be legally entitled, Lexer shall have the right to seek immediate injunctive relief in the event of a breach of these API terms by you or any of your officers, employees, consultants or other agents.
6. General Terms
6.1.
Publicity. You grant us the right to use your company name and logo as a reference for marketing the Integration or Your use of the Lexer APIs in Your Application on our website and in other public or private communications with our existing or potential developers and customers, subject to your standard trademark usage guidelines as provided to us from time-to-time.
6.2.
Relationship of the Parties. You and Lexer are independent contractors and these API Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between You and Us. You do not have any authority to assume or create any obligation for or on Our behalf, express or implied, or the right to enter into any contract on Our behalf.
6.3.
Severability. If any provision of these API Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties’ intentions as reflected in the provision and that the other provisions remain in full force and effect.
6.4.
Governing Law. These API Terms and the relationship between you and Us are governed by the laws of the State of Victoria, Australia, without regard to its conflict of law provisions. You and We agree to submit to the personal jurisdiction of the courts located in Melbourne, Australia.
6.5.
No Waiver. Our failure to exercise or enforce any right or provision of these API Terms shall not constitute a waiver of such right or provision.
6.6.
Survival. Clauses 3.2 (Usage Restrictions), 4.1 (Compliance with Privacy Laws), 4.4 (Audit Rights), 5 (Liability and Indemnity), and all of the subsections of clause 5 (General) will survive any termination or expiration of the API Terms.
6.7.
Entire Agreement. These API Terms constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.