Lytx API Terms of Service

These Terms of Service govern use of application programming interfaces and their associated tools and documentation belonging to Lytx (“APIs”). The APIs are designed to permit you or an entity that you represent to receive data and content (“Content”) from our proprietary databases so that you, or the entity you represent, can create an application or service or enhance an existing application or service (each an “Application”).

By accessing or using our APIs, you are agreeing to the terms below. Collectively, we refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the "Terms." You agree to comply with the Terms and that the Terms control your relationship with us. Please read all the Terms carefully. If you use the APIs as an interface to, or in conjunction with, other Lytx products or services, then the terms or agreement for those other products or services will also apply. In the event of a conflict between such other terms or agreement and these Terms, these Terms shall govern with respect to your use of the APIs and development of an Application, and such other terms or agreement shall govern with respect to all other uses of such other products and services.

Under these Terms, "Lytx" means Lytx, Inc, a corporation with its headquarters located at 9785 Towne Centre Drive, San Diego, California 92121, USA. We may refer to Lytx as "we", "our", or "us" in the Terms.

1. Account and Registration
   • Accepting the Terms. You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with Lytx, (b) you are not a current client of Lytx (unless otherwise specifically authorized by Lytx to use the APIs), or (c) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.
   • Entity Level Acceptance. If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms, and by accepting the Terms you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).
   • Registration. In order to access the APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. You agree that any registration information you give to Lytx will always be accurate and up to date, and you will inform us promptly of any changes.
   • Subsidiaries and Affiliates. Lytx has subsidiaries and affiliated legal entities. These companies may provide the APIs to you on behalf of Lytx and these Terms will also govern your relationship with those companies.
2. API and Content License.

Subject to the Terms, Lytx grants you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license under its intellectual property rights (a) to use the APIs to develop, test, and support your Application; (b) to distribute or allow access to your integration of the APIs within your Application to end users of the Application; and (c) to display the Content received from the APIs within the Application. Notwithstanding the foregoing, any Content which is subject to a separate written agreement shall continue to be subject to any rights, obligations or other terms specified in such separate written agreement. For clarification, to the extent the Content you access via the APIs consists of data owned by you, as defined in a separate written agreement, you shall continue to be the owner of such data. You have no right to distribute or allow access to the stand-alone APIs.

3. Developer Documentation.

Your use of the APIs and display of the Content must comply with the technical documentation, usage guidelines and other documentation (“Developer Documentation”) maintained on this website or any other developer site designated by us (“Developer Site”). In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.

4. Restrictions.

Except as expressly and unambiguously authorized under these Terms or by Lytx in writing, you shall not (a) disclose or provide the APIs to any person or entity other than to your employees or independent contractors who are individuals, provided (i) such independent contractors enter into an agreement with you at least as protective of our rights as these Terms, and (ii) you hereby agree to be responsible for, and liable to Lytx for, the actions of your employees and any breaches of such agreements by your independent contractors, (b) use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate these Terms or the Developer Documentation, or breach any laws or regulations, or violate the rights of third parties; (c) remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including but not limited to, the APIs, the Developer Documentation, and the Content; (d) charge, directly or indirectly, any incremental fees (including any unique, specific, or premium charges) for access to the Content or your integration of the APIs in the Application; (e) advertise the product or services of our competitors in the Application; (f) sell, lease, share, transfer, sublicense or fail to protect the confidentiality of any Content obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party; (g) use the APIs in a manner that, as determined by Lytx in its sole discretion, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Developer Documentation; (h) use the APIs in an Application that competes with products or services offered by Lytx; (i) use the APIs in conjunction with, or combine content from the APIs with, Lytx content obtained through scraping or any other means outside the official Lytx APIs; (j) interfere with or disrupt our services or servers or networks connected to our services, or disobey any requirements, procedures, policies or regulations of networks connected to our services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the APIs; or (k) copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the APIs, Content, our website other content or services, or any of our other services, through automated or other means. These Terms do not include any right for you to use any trademark, service mark, trade name or any other mark of Lytx or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If you violate any of the foregoing restrictions, Lytx shall own all right, title and interest relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, using the APIs. You hereby agree to make all assignments necessary to accomplish the foregoing ownership.

5. Proprietary Rights.

As between the parties, Lytx owns all rights, title, and interest in and to the APIs and to all output and executables of the APIs, and, subject to the foregoing, you own all rights, title, and interest in and to the Application. Except to the limited extent expressly provided in these Terms, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed withheld.

6. Support.

You agree to report to Lytx any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. Lytx is in no way obligated to provide you with any error correction or support, but may provide whatever error correction and/or support services Lytx may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the APIs).

7. Interoperability.

You shall endeavor to inform us with respect to the interoperability and compatibility of your products with our management systems as contemplated herein, and any issues or problems with respect thereto; you will use your best efforts to achieve full interoperability and compatibility.

8. Confidentiality.

The APIs (including, without limitation, all improvement, derivatives, modifications and the like), Developer Documentation, and, as between you and Lytx, the Content (except to the extent such Content is data owned by, or otherwise licensed to, you in a separate written agreement) constitute Lytx confidential information (“Confidential Information”). You hereby agree (a) to hold all Lytx Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions you employ with respect to your own confidential materials), (b) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below), (c) not to use any Confidential Information except for the purposes set forth in these Terms, and (d) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing. You acknowledge and agree that due to the unique nature of the our Confidential Information, there can be no adequate remedy at law for any breach of your obligations hereunder and therefore, that upon any such breach or any threat thereof, Lytx shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

9. Indemnity.

You agree that Lytx shall have no liability whatsoever for (a) any use you make of the API or the Content, or (b) the Application. You shall indemnify and hold harmless Lytx from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (a) or (b).

10. Warranty Disclaimer.

The parties acknowledge that the API, Content and any services offered or provided by Lytx are provided “AS IS.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, LYTX AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE API OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LYTX AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS (US$500.00)). LYTX AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

12. Termination.

These Terms shall continue until terminated as set forth in this section or for the term set forth in the applicable services or order form entered into by the parties. Lytx may terminate your access to the APIs or the Content at any time and may require you to terminate your use of the APIs and the Content by providing you with written notice thereof. Any such termination shall automatically terminate the licenses granted hereunder. Upon such termination for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of Lytx’s Confidential Information, and shall so certify to Lytx that such actions have occurred. Sections 4, 5 and 8 through 15 shall survive termination of these Terms.

13. Government Use.

If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the APIs are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The APIs are a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the APIs by the Government shall be governed solely by these Terms.

14. Export Controls.

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and you shall not export, or allow the export or re-export of the APIs in violation of any such restrictions, laws or regulations. By downloading or using the APIs, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.

15. General.

These Terms shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. All disputes arising in connection with these Terms shall be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in San Diego, California. The prevailing party in any action arising out of these Terms shall be entitled to an award of its costs and attorneys’ fees. No waiver of rights under these Terms by either party shall constitute a subsequent waiver of any right under these Terms and all waivers must be in writing. In the event that any these Terms are held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. You may not assign or transfer any rights or obligations contained herein without the prior written consent of Lytx. All notices required or permitted under these Terms will be in writing and will be sent to the address of Lytx shown on the first page of these Terms and your address which you have provided in connection with registering to receive access to the APIs (or such other address as a party may designate in writing). These Terms may be amended unilaterally by Lytx from time to time, with or without notice to you, by posting updated terms on this website.