Terms and Conditions

TextWise Site and API Terms and Conditions

Notice - Read this License Agreement before downloading, copying, or using the TextWise API, the TextWise Services (as defined below), or any other TextWise materials.

By using the TextWise Application Programming Interface (API), you ("You" and “Your”), the user, accept and agree to be bound by the following terms and conditions (the "TextWise Site and API License Agreement").

Definitions.

“API” means certain XML-based protocols commonly known as the TextWise Application Programming Interface developed by TextWise Company, LLC.

“TextWise Services” means the TextWise software application hosted by TextWise which is accessed by the API and the Token.

“Token” means a TextWise assigned log-in code which allows access to the API.

"User" means either any and all individuals who are acting for a corporate entity or a single individual, if not acting for a corporate entity.

Agreement.

License. Subject to the terms of this Agreement, TextWise hereby grants to You, the user, under its intellectual property and patent rights a non-exclusive, non-assignable, non-transferable, non-sub-licensable license to use the API to access and use the TextWise Services and the output thereof, for personal or business purposes.

Modifications. TextWise reserves the right to release modified versions of the API and to require You to use the most recent version. TextWise may modify the API License Agreement at any time with or without notice. If a modification is unacceptable to You, You must remove the implementation of the API from Your site and discontinue use of the TextWise Services. Your continued use of the API or the TextWise Services will deem acceptance of the modifications by You.

TextWise Ownership and Rights. You acknowledge that TextWise owns all right, title and interest, including without limitation any and all rights existing under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights in and to the API and the TextWise Services and that You shall not acquire any right, title, or interest in or to the TextWise Service, except as expressly set forth in this API License Agreement. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by TextWise. You shall not take any action inconsistent with TextWise’s ownership of the API or the TextWise Services.

Token. TextWise shall provide to You a Token that will allow You access to the API. The Token is the property of TextWise and Your use of the token is subject to the terms of this API License Agreement. Each Token allows for a limited number of queries to the API. Unless otherwise specified in a properly executed sales order, the query limit is determined by TextWise at its sole discretion. Users of the API are limited to a single token, unless a specific agreement has been made with TextWise. Additional queries, custom dictionary development, or other additional services may be obtained by contacting TextWise at http://TextWise.com/contact-us.

Limitations on Use. You shall not make use of the API in any way not expressly permitted by this Agreement. You shall not use or enable a third party to use any alternative means such as but not limited to a proxy server, robots, spiders, scraping or other technology to access, query, or use the API. You shall not distribute, facilitate, enable or allow access or linking to the API which circumvents the need for a Token.

Specific Prohibitions. Notwithstanding anything contrary in this Agreement, You are specifically prohibited from doing any of the following: (a) You shall not sell, transfer, sublicense and/or assign any Token to any third party; (b) You shall not modify, reverse engineer, disassemble, deconstruct, decompile or otherwise alter the API; (c) You shall not distribute, facilitate, enable or allow access or linking to the API in any manner deemed by TextWise in its sole and absolute discretion to be objectionable or harmful to the business and reputation of TextWise or for any unlawful, illegal, pornographic, injurious purpose; (d) You shall not make any use of the API that impairs the functionality of the API; and (e) You shall not make use of the API in a service bureau environment.

Representations. You represent and warrant to TextWise that: (a) any information, data or content (“Content”) You provide shall not infringe the intellectual property or proprietary rights of any party, contain any confidential information of a third party or constitute defamation, invasion of privacy, or the violation of any right of publicity or any other right of any party; (b) You have and will comply with all legislation, rules and regulations regarding the Content; and (c) You shall not use the facilities and capabilities of the TextWise Services to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of TextWise or any third party.

Term and Termination. This API License Agreement shall remain effective for as long as you use the API or TextWise Services or until otherwise terminated in accordance with its terms. The license will terminate if you fail to comply with the terms of this API License Agreement. Upon any termination of this API License Agreement, You agree to discontinue the use of the API and the TextWise Services. Unless otherwise specified in a properly executed sales order, TextWise may terminate this Agreement for any or no reason at any time without notice to You.

Copyright Notice. In order to protect the proprietary rights in the API and TextWise Services, You agree to reproduce and incorporate the copyright notices and all other proprietary legends in and on all copies of the API and TextWise Services, including partial copies, in any form. Disclaimer of Warranty. You expressly acknowledge and agree that installation and use of the api and/or the TextWise services is at your sole risk. To the maximum extent permitted by applicable law, the api and/or the TextWise services are provided “as-is,” with any and all faults and without any express, or implied warranties of any kind. TextWise disclaims all warranties, whether express or implied, or otherwise with respect to the api and/or the TextWise services including, without limitation, implied warranties of merchantability or fitness for a particular purpose. There is no warranty of non-infringement, title, or quiet enjoyment. TextWise does not warrant that the api and/or the TextWise services is error-free or will be uninterrupted, free from spyware, malware, adware, viruses, worms, or other malicious code, or will function to meet your requirements. TextWise does not warrant that the api and/or the TextWise services will work on your hardware, with your operating system, or with any other software installed on your computer. If applicable law implies any warranties with respect to the licensed material, all such warranties are limited in duration to ninety (90) days from the date of original download or use of the api and/or the TextWise services.

Limitation of Liability. In no event will TextWise or their respective subsidiaries, officers, directors, and employees be liable for personal injury, or any indirect, special, incidental, economic, consequential, exemplary, or punitive damages of any kind, arising out of or related to this api license agreement, the api or the TextWise services, including but not limited to damages for loss of profits or data or the use of or inability to use the api or the TextWise services, including, without limitation, damages or costs relating to the loss of profits, business, goodwill, data, time or computer programs, even if advised of the possibility of such damages. In no event will TextWise’s and its subsidiaries’, officers’, directors’, and employees’ liability exceed the amount paid by you for the api or the TextWise services regardless of the form of the claim (including, without limitation, any contract, product liability, or tort claim). You may not assert any claim related to this api license agreement against TextWise more than 2 years after such claim accrued. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. The above limitations will not apply in case of personal injury where and to the extent that applicable law requires such liability.

The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Indemnity. You agree to hold harmless, indemnify, and defend TextWise, and (as applicable) its subsidiaries, affiliates, officers, agents, and employees, from and against any third party claim arising from or in any way related to Your use of the TextWise Services, violation of this API License Agreement or any other actions connected with use of TextWise Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, TextWise will provide You with written notice of such claim, suit or action.

Contract. If You want to purchase additional queries you must execute a contract by contacting TextWise. 

Severability. If one or more provisions of this API License Agreement are held to be unenforceable under applicable law, then (a) such provision shall be excluded from this API License Agreement; (b) the balance of the API License Agreement shall be interpreted as if such provision were so excluded; and (c) the balance of the API License Agreement shall be enforceable in accordance with its terms.

Applicable Law. This license will be governed by the laws of the State of New York, without regard to conflict of law principles. You and TextWise agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Monroe, New York.

Entire Agreement. This API License Agreement, and any sales orders incorporated herein, constitutes the complete agreement between You and TextWise with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.

Waiver of Breach. No waiver of breach or failure to exercise any option, right or privilege under the terms of this Agreement or any order on any occasion or occasions shall be construed to be a waiver of the same or any other option, right or privilege on any other occasion.

First Version: March 19, 2008

Revision: May 4th, 2008

Revision: November 17, 2010

Revision: March 26, 2012