2. Acceptance and Registration
2.2 In order to access The Muse API, you are required to register your App at https://www.themuse.com/developers/api/v2/apps using your Muse account. You may be required to provide certain information as part of the registration process or as part of your use of the API. You agree to inform us of any change to this information and ensure its accuracy.
3. API License
3.1 Subject to these Terms, The Muse grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the API solely for the purpose of (a) using and making calls to the API to develop, implement and distribute the Apps; (b) obtaining, using, distributing and transmitting Muse Content to the extent needed to format and display Muse Content through the Apps in accordance with these Terms; (c) developing and testing the Apps for use with the API; and (d) providing data to The Muse through the API (“Your Data”) for use by The Muse in accordance with this Agreement.
3.2 Subject to these Terms, you hereby grant The Muse and its contractors a non-exclusive, non-sublicensable, non-transferable, perpetual, worldwide right to use Your Data (a) in connection with providing the Platform or the API; and (b) to understand and analyze the usage trends and preferences of users to improve the Platform or the API and to develop new products, services, features and functionality.
3.4 You agree that any Muse Content provided through the Apps by utilizing the Muse API will link back to The Muse Website (located at www.themuse.com) and any successor and affiliated websites (together the “Website”).
3.5 The Muse does not grant you any rights in or to The Muse API, the Platform or Muse Content except as expressly set forth in these Terms. The Muse owns and will retain ownership of The Muse API, the Platform and Muse Content, including, but not limited to, any copyrights, trademarks, trade names, logos, patents, patent applications, inventions, know-how, trade secrets, instructions, improvements, modifications, domain names and any other proprietary information. The rights granted by these Terms do not include any general right to use The Muse name or any of our logos or trademarks with respect to the Apps.
4.1 You acknowledge that you are solely responsible, and that The Muse has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of the Apps. You will be solely responsible for (a) the technical installation and operation of the Apps; (b) creating and displaying information and content on or through the Apps; (c) ensuring that the Apps do not violate or infringe the intellectual property rights of any third party including any copyrights, trademarks, trade names, logos, patents, patent applications, inventions, know-how, trade secrets, instructions, improvements, modifications and any other proprietary information; (d) ensuring that the Apps are not offensive, obscene, libelous or illegal; and (e) ensuring that the Apps are in compliance with these Terms and updating the Apps so the Apps remain in compliance with these Terms.
4.2 You agree to comply with the technical limitations of the API in developing the Apps and will not violate any rate limits on calling the API.
4.3 You agree (a) not to perform any action with the intent of introducing any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature to The Muse’s systems, products or services; (b) to conduct business in a manner that does not reflect poorly on The Muse and its products or services; (c) not to make any statements that imply or suggest that either party is a partner or sponsor of the other party; and (d) not to use web scraping, web harvesting, or web data extraction methods to extract data from The Muse.
5. Changes to The API or Your Apps
5.1 On occasion, we may update or change The Muse API. You agree and acknowledge that such updates or changes may be implemented at any time and without notice. If we do update or change the API, we will attempt to make the new version of the API compatible with the most recent version, but cannot ensure that this will always be possible. Following the launch of any new version of the API, you agree to implement the new version and should modify the Apps to utilize such new version.
5.2 We may require you to make certain changes or updates to the Apps due to changes in the API or to ensure the Apps remain in compliance with these Terms. If you do not make these changes, The Muse has the right to revoke your access to the API.
5.3 You acknowledge that an update or change to The Muse API may have a negative effect on the Apps, including but not limited to, changing the manner in which the Apps communicate with the API and display or transmit information. The Muse has no liability of any kind to you or any user of the Apps regarding such update or change or any adverse effects resulting from such update or change. Your continued use of The Muse API will be considered your acceptance of any update or change.
6. Technical Support
6.1 You are not entitled to any technical support for your use of The Muse API and are responsible for providing all support and technical assistance to the Apps’ end-users or anyone who accesses or purchases the Apps.
7. Our Applications
7.1 You understand and acknowledge that The Muse may develop applications or offer services that compete with the Apps. Nothing in these Terms limits or precludes us from developing such applications or services, or participating in any other, present or future business activities, opportunities or interests or from entering into any agreement or transaction with any person or entity.
8. Representations and Warranties
8.1 You represent and warrant that (a) you will comply with all applicable local, state, national and international laws and regulations and maintain all licenses, permits and other permissions necessary to develop, operate, support, distribute or maintain the Apps and to enable end users to utilize the Apps; (b) you have the right to distribute the Apps to your end users and the Apps and end users' use of the Apps comply with the Apps’ terms of service and do not and will not infringe or violate the rights of any third party, including but not limited to, intellectual property rights; (c) you will comply with all applicable laws in connection with your use of The Muse API or any Muse Content accessed thereby, including without limitation, all applicable intellectual property and data protection laws; (d) you will not use The Muse API or any Muse Content for any purpose that is illegal, libellous, defamatory, fraudulent, discriminatory or in any way that supports or encourages the infringement of intellectual property rights, or otherwise reflects poorly on The Muse; and (e) you will not make any false or misleading representations or statements about The Muse, The Muse API, the Platform or any of The Muse’s products or services.
9.1 Through your use of The Muse API you may receive certain information that belongs to The Muse or relates to The Muse API which is confidential in nature. “Confidential Information” means any information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure and may include, without limitation, proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, product plans, products, customers, customer lists, software, developments, services, inventions, designs, drawings, engineering, processes, formulas, technology, marketing, finances, pricing, security or other business information.
9.2 You agree not to disclose Confidential Information to a third party without the prior express consent of The Muse and will not use any of the Confidential Information except as strictly necessary for the development and operation of the Apps. You agree to protect the Confidential Information with the same degree of care that you use to protect your own Confidential Information of like nature, but in no event less than reasonable care. You agree to notify The Muse in writing of any misuse or misappropriation of the Confidential Information.
9.3 Without prejudice to other rights and remedies, The Muse shall be entitled to equitable relief by way of injunction or otherwise if you breach or threaten to breach any provision of this Section 9, without the necessity of proving irreparable harm or posting a bond or other security.
10.1 You agree to indemnify, and hold harmless The Muse from and against all third-party claims, suits, actions, losses, liabilities, damages, costs, expenses (including reasonable attorneys’ fees) resulting from or relating to (a) any violation by you or your end users of these Terms; (b) your use or your end users’ use of the Muse API, Platform or Muse Content; (c) any claim by any third party that your use of The Muse API, Platform or Muse Content represents a violation of the intellectual property rights, rights of privacy or other rights of that third party; (d) any other claim related to your use of The Muse API, Platform or Muse Content; and (e) your breach of any representation, warranty, obligation or other provision of this Agreement.
11.1 THE MUSE DOES NOT MAKE ANY, AND SPECIFICALLY DISCLAIMS ALL, EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR GUARANTEES (INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING THE MUSE API, MUSE CONTENT OR THE PLATFORM TO THE FULLEST EXTENT PERMITTED BY LAW. THE MUSE DOES NOT WARRANT THAT THE MUSE API WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, COMPLETE, TIMELY, SECURE OR ERROR-FREE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE MUSE API ALONG WITH OTHER MATERIALS PROVIDED BY THE MUSE IN CONNECTION WITH THESE TERMS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH FAULTS” BASIS.
12. Limitation of Liability
12.1 THE MUSE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES INCURRED BY YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE MUSE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
12.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE MUSE’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR DAMAGES RESULTING OR ARISING FROM OR RELATING TO THE AGREEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED AND FIFTY U.S. DOLLARS ($150.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE OCCURRENCE THAT GAVE RISE TO THE CLAIM.
13.1 You may terminate these Terms at any time by ceasing your use of The Muse API and Muse Content and by sending notice in writing to The Muse at 1375 Broadway, 20th Floor, New York, NY 10018 or by emailing email@example.com confirming such termination. The Muse will then revoke your access to the API.
13.2 We may immediately revoke your access or use of The Muse API without notice if your use violates any of these Terms, if we otherwise object to your use of The Muse API, if we elect to stop providing access to The Muse API to any and all users, or as otherwise determined by The Muse at its sole discretion.
13.3 Upon termination, you agree to immediately cease your use of The Muse API and any Muse Content and agree to destroy and remove from all computers, hard drives, networks, and other storage devices, copies of any materials licensed under these Terms and any Confidential Information in your possession. Sections 3.2, 3.3, 4, 7, 8, 9, 10, 11, 12 and 14 shall survive termination or expiration of this Agreement.
14.2 Nothing contained herein shall be deemed or construed to create any partnership or joint venture between you and The Muse, and neither party shall have any authority to act on behalf of the other party or to bind the other party directly or indirectly.
14.3 You may not, directly or indirectly, by operation of law or otherwise, assign, delegate or transfer all or any part of this Agreement without The Muse’s prior consent. The Muse may assign, delegate or transfer all or any part of this Agreement at its sole discretion.
14.4 No provision of this Agreement may be waived except by a writing executed by the party against whom the waiver is to be effective. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party’s rights to subsequently enforce the provision.
14.5 If any provision of this Agreement, or portion thereof, shall be held unenforceable, the court shall modify or limit such provision so as to render it enforceable to the maximum extent permitted by law, and the remaining provisions of this Agreement and the enforceable portions of any partially unenforceable provisions shall continue in full force and effect.
14.6 This Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of law provisions. The parties consent to the exclusive jurisdiction of the federal courts (or if federal jurisdiction is not available, of the state courts) located in New York, NY for any legal action, suit, or proceeding arising out of or in connection with this Agreement, and agree that any such action, suit, or proceeding may be brought only in such courts. In any such suit, action or proceeding, the parties waive any objection based on venue or inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE) RELATING TO THIS AGREEMENT.Last Modified: 7/25/2015