To receive an API key, please accept the terms below.
1. GRANT OF LICENSE
This license does not grant to you any right to any version enhancement, update, or guarantee the continuous availability of the API. Elance may revise, modify or cease to provide, require you to immediately cease using the API or its functionality or any part thereof, which may result in loss of compatibility, denial of access to the functionality of the API or the Elance network, system, website, servers, tools, information and databases, commercial activities related thereto, from time to time without notice.
2. PROPRIETARY RIGHTS
As between Elance and you, you acknowledge and agree that the API, Elance Content, Elance Marks, any data or information resulting from your use of the foregoing, and all intellectual property rights therein and thereto are and shall at all times remain the sole and exclusive property of Elance and are protected by applicable intellectual property laws and treaties.
3. LICENSE USES AND RESTRICTIONS
You agree to:
(a) provide only accurate identification, contact, and other information required as part of requesting an API key from Elance;
(b) complete an Elance Provider Profile with full, complete and accurate information sufficient to identify you professionally to end users of your application;
(c) ensure that your use or display of Elance Content and/or Elance Marks does not suggest that Elance promotes or endorses you or any third party or the causes, ideas, web sites, products or services of you or any third party;
(d) ensure that the fundamental meaning of the Elance Content is not changed or distorted;
(f) at all times maintain the value and reputation of the API and Elance brand or name, to the best of your abilities.
You agree that you will NOT, and will not assist or enable others to:
(a) create or use any script or other automated tool that attempts to create multiple API keys;
(b) disclose any Consumer Secret to any unauthorized third party;
(c) cache, record, pre-fetch, archive, or otherwise store any portion of the Elance Content or attempt or provide a means to execute any "bulk download" operations, except as permitted by the unmodified API;
(d) modify the Elance Content, or use it to update or create your own database of information;
(e) create or disclose metrics about, or perform any statistical analysis of, the API or Elance Content;
(f) change the order of results produced by use of a search API;
(g) use the API on behalf of any third party;
(i) copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API;
(j) modify, rate, rank, review, vote or comment on, or otherwise respond to the Elance Content;
(k) use the API in a manner that impacts the performance or stability of Elance's servers or impacts the behavior of other applications using the API, including without limitation using the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, all in Elance's sole discretion;
(l) display the Elance Content on any site that disparages Elance or its products or services, or infringes any Elance or third party intellectual property or other rights;
(m) Sell, lease, share, transfer, or sublicense the API or access or access codes, Consumer Secrets, or API keys thereto or derive income from the use or provision of the API, whether for direct commercial or monetary gain or otherwise, without Elance's prior, express, written permission;
(n) attempt to cloak or conceal your identity or your application's identity when requesting authorization to use the API;
(o) use the API or Elance Content in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Elance's sole discretion) to Elance, its providers, its suppliers, end users of this website, or your end users;
(p) use the API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, weapons and accessories; or any subject matter prohibited by law, rule, or regulation.
4. WARRANTY DISCLAIMER
THE API, ELANCE CONTENT, AND ELANCE MARKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, ELANCE AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, ELANCE CONTENT, AND ELANCE MARKS, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, ELANCE DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API AND ELANCE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.
YOUR USE OF THE API, ELANCE CONTENT, AND ELANCE MARKS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY THE API, ELANCE CONTENT, AND/OR ELANCE MARKS INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
5. BETA TEST
You acknowledge and agree that the API is a beta test version that may contain bugs, defects and errors and that the API is not expected to function fully during the beta test phase. You further acknowledge and agree that Elance may remove or delete any data or content that you send or receive through the API during or after the beta test. You acknowledge and agree that Elance may terminate the beta test at any time in its sole discretion without notice or compensation to you.
You may choose to or Elance may invite you to submit comments, feedback, bug reports, or other ideas about the API, including without limitation about how to improve the API, the beta test, Elance's website, or Elance's products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Elance under any fiduciary or other obligation, and that Elance is free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Elance does not waive any rights to use similar or related ideas previously known to Elance, or developed by its employees, or obtained from sources other than you.
6. CHANGES TO THIS AGREEMENT
7. LIABILITY LIMITATION
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ELANCE OR ITS VENDORS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT DAMAGES, LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR OTHERWISE UNDER THIS AGREEMENT, EVEN IF ELANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN ANY CASE, TO THE FULLEST EXTENT PERMITTED BY LAW, ELANCE'S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE TO STOP USING THE API. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, ELANCE DISCLAIMS ALL LIABILITY OF ANY KIND OF ELANCE'S VENDORS.
You agree that Elance shall have no liability whatsoever for any use you make of the API, or Elance Content, or Elance Marks. You shall indemnify and hold harmless Elance and its subsidiaries, affiliates, officers, agents licensors, co-branders, or other partners, and employees from and against any and all claims, damages, consequences, liabilities, costs and fees (including reasonable attorneys' fees) arising from or in connection with your use of the API, Elance Content and Elance Marks.
9. TERM AND TERMINATION
This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement by written notice at any time, for any reason, or for no reason including, but not limited to, if you violate any provision of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API, Elance Content, and Elance Marks, and shall so certify to Elance that such actions have occurred. Elance shall have the right to inspect and audit your facilities to confirm the foregoing. Sections 2-5 and 7-12 shall survive termination of this Agreement.
10. 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 API 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 API is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
11. 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 API in violation of any such restrictions, laws or regulations. By downloading or using the API, 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.
This Agreement constitutes the entire agreement between you and Elance pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Any action or proceeding arising from or relating to this Agreement must be brought in the state or federal courts of Santa Clara County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Elance to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit Elance's rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without Elance's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Elance expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.