Terms of Use

Active Network, LLC API Terms of Use

Last Revised: April 29, 2014

Introduction

Thank you for using Active Network, LLC (“Active”) APIs.  Active makes its application programming interfaces (the “Active APIs” or “APIs”) available to you to facilitate the development of innovative applications using Active data and developer tools. If you want to use the Active APIs outside the scope of these Terms, or to build and/or distribute enterprise applications outside your own company (e.g., use the APIs to build an Application (as defined below) that you distribute to other companies), please contact support-affiliate@activenetwork.com. 

By using one or more of the Active APIs, you and, if applicable, the company you represent (collectively, “you”) accept and agree to be bound by the following terms and conditions (these “Terms”). It is important that you read these Terms as they form a legal agreement between you and Active. Active and any and all entities that control, are controlled by, or are affiliated or under common control with Active, are collectively referred to herein as “we,” “us” or “our.”

In addition to the content in this document, the following are incorporated into these Terms (and references to “Terms” shall mean this document and those incorporated by reference):

  1. Active Network, LLC Terms of Use, which is located at http://www.activenetwork.com/information/terms-of-use.htm (“Terms of Use”);
  2. Active Network, LLC Privacy Policy, which is located at http://www.activenetwork.com/information/privacy-policy.htm (“Privacy Policy”);
  3. Active Network, LLC Branding Guidelines, which is located at http://developer.active.com/branding_guidelines (“Branding Guidelines”); and
  4. If you are a participant of Active’s affiliate program, Active Network, LLC Affiliate Agreement, which is located at http://www.activenetwork.com/affiliates/agreement (“Affiliate Agreement”).

In the event of any conflict between the content in this document and the documents incorporated by reference, this document shall control with respect to your use of the APIs. If you disagree with any of the provisions in these Terms, do not click that you agree to them, and do not accept, access or use the APIs. If you click your acceptance to these Terms, you agree to be bound by them in their entirety.

Active reserves the right, from time to time, with notice to you, to change these Terms in our sole and absolute discretion. The most current version of these Terms can found at http://developer.active.com/API_Terms_of_Use and that version supersedes all previous versions. By using the Active APIs after changes are made to these Terms, you agree to be bound by such changes. Your only recourse if you disagree with these Terms or any changes to them is to discontinue your use of the APIs. Active is not liable for any damage or injury whatsoever that results from changes to these Terms. Accordingly, we recommend you review these Terms periodically.

1 Description, Licenses, and Restrictions

1.1 Description of Active APIs. The APIs consist of programmatic web APIs and associated tools and documentation that allow you to create free software application(s) or website(s) (your “Application”) to retrieve certain data and content from any of our websites (collectively the “Websites”), made accessible by Active in its sole discretion (the “Content”). While Active strives to have its APIs available continuously, it cannot guarantee any up-time or other reliability measurements for any Active developer resource, including the APIs.

1.2 Developer Accounts and Access Codes. To obtain the necessary security keys, secrets, tokens, passwords and/or other credentials to access the APIs (collectively, “Access Codes”), you must create an account through Active’s developer site at: http://developer.active.com/ (“Developer Account”). You may not sell, transfer, sublicense or otherwise disclose your Access Codes to any other party. You are responsible for maintaining the secrecy and security of your Access Codes. If you become aware of any unauthorized use of your Access Codes, you agree to notify Active immediately. Notwithstanding the foregoing, or anything to the contrary, you are fully responsible for all activities that occur using your Access Codes. You are also responsible for ensuring that your Developer Account information provided by you is at all times accurate, current and complete. Your failure to provide accurate, current and complete Developer Account information may result in Active terminating your ability to use the APIs by terminating your Access Codes.

1.3 APIs License Grant. The APIs (and all elements, components, and executables of the APIs), Websites, Content, our names, marks, brands, logos, designs, trade dress, slogans, and other designations we use in connection with our products and services (“Active Marks”) and all intellectual property rights in and to the same, is owned or licensed by us or our third-party content providers (collectively, the “Active Property”). You do not acquire any right, title or interest in to any of the Active Property through your use of the APIs, except as expressly set forth in these Terms. Subject to the terms and conditions in these Terms, and for as long as you have current and valid Access Codes, we grant you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable license to use the APIs and related Content solely for purposes of use by you in your Application. You have no right to distribute or allow access to the stand-alone APIs.

1.4 Restrictions. In addition to other restrictions contained in these Terms, you agree not to do any of the following, unless expressly permitted by Active in these Terms or in writing by Active:

a. Use a fraudulent Active profile to register as an Active developer. All Active profiles must accurately reflect the professional information of the actual developer requesting the license, including an accurate description of the current title and company;

b. Allow anyone other than you to access your Developer Account;

c. Sell, transfer, sublicense or otherwise fail to protect the confidentiality of the APIs, Access Codes, or content posted or available in areas of the Active developer site that require Access Codes;

d. Modify or attempt to circumvent the Access Codes;

e. Obtain or use more than five (5) Access Codes, either through one or multiple developer accounts;

f. Require your users to obtain their own Access Code to use your Application;

g. Use your Developer Account or Access Codes to build and/or distribute enterprise applications outside your own company (e.g., use the APIs to build an Application that you distribute to other companies);

h. Request or publish information impersonating an Active user, misrepresent any user or other third party in requesting or publishing information;

i. Provide functionality that proxies, requests or collects Active user names or passwords; or

j. Obfuscate or hide your deployment or use of any Active buttons, sign-in functionality, consent or authorization flows from your users;

k. Allow any third party, including other users, to see information obtained from another user’s access to Active network or through another user’s view of our Website or the Content;

l. Obtain, display or use more data through the APIs than is minimally required to run the Application created using the particular developer key;

m. Store Active user data for any Active user, with the exception of a user’s profile data when given explicit written permission by the owner of the profile as set forth in 3.4, below. User profile data obtained in accordance with this section and 3.4 below may not be updated without the user’s subsequent consent;

n. Use the Active APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate these Terms (or any document incorporated into these Terms), or breach any laws or regulations, or violate any rights of third parties, or expose Active or its members to legal liability in your use of the APIs;

o. Combine content from the Active APIs with other Active data obtained through scraping or any other means outside the official Active APIs. This includes acquiring any Active data from third parties;

p. Remove any legal, copyright, trademark, watermark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including the Active APIs and our Website;

q. Sell, lease, share, transfer, sublicense any Content obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party, unless you have express written permission from Active;

r. Charge, directly or indirectly, any incremental fees (including any unique, specific, or premium charges) for access to Active’s Content or your integration of the APIs in your Application, unless you have express written permission from Active;

s. Use the Content in any advertisements or for purposes of targeting advertisements (whether such advertisement appear in your Application or elsewhere), unless you have express written permission from Active;

t. Submit content that falsely expresses or implies that such content is sponsored or endorsed by Active;

u. Use the Content for generating advertising, messages, promotions, offers, or for any other purpose other than, and solely to the extent necessary for, allowing end users to use the returned Content in your Application, unless you have express written permission from Active;

v. Implement features that in any way harm, injure or impair business practices, business or event reputations, Active, the Active brand, or the well-being of Active’s participants, customers, vendors, partners, or Website users.

w. Copy, adapt, reformat, reverse-engineer, disassemble, decompile, translate or otherwise modify the APIs, Access Codes, our Website or any Content displayed on it, including the user’s public profile including its URL, or any of our other services, through automated or other means;

x. Use the APIs in an Application that competes with products or services offered by us;

y. Interfere with or disrupt Active services or servers or networks connected to Active services, or disobey any requirements, procedures, policies or regulations of networks connected to Active services;

z. Use any robot, spider, site search/retrieval Application, or other device to retrieve or index any portion of Active services or collect information about users for any unauthorized purpose;

aa. Download, scrape, post, or transmit, in any form or by any means, any part of our Website or Content other than Content that you post as part of your Application;

bb. Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the APIs;

cc. Use the APIs in an Application that contains or displays or promotes any of the following: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, any hacking, surveillance, interception, or descrambling equipment, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, the sale of tobacco or alcohol to persons under twenty-one (21) years of age, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, or weapons and accessories;

dd. Transmit spam or upload, post or otherwise transmit Content that is inaccurate, harmful, obscene, defamatory, racist or is otherwise offensive to others;

ee. Forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the APIs; or

ff. Use the APIs for purposes where their failure could lead to death, personal injury, or severe property or environmental damage.

1.6 Support and Modifications. We may provide you with support or modifications for the APIs in our sole discretion. We may terminate the provision of such support or modifications to you at any time without notice or liability to you. We may release subsequent versions of the APIs and require that you use such subsequent versions. Your continued use of the APIs following a subsequent release will be deemed your acceptance of modifications.

1.7 Fees. The APIs are currently provided for free , but Active reserves the right to charge for the APIs in the future. If we do charge a fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use the Active’s developer resources.

1.8 Monitoring. You agree to assist Active in verifying your compliance with this Agreement by providing us information about your Application, including providing us access to it and/or other materials related to your use of the APIs. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by Active. If, in Active’s sole discretion, you do not demonstrate full compliance with this Agreement, we may restrict or terminate your access to the APIs.

1.9 Usage Limitations. Active may limit the number of network calls that your Application may make via the APIs, and/or the maximum Content that may be accessed, or anything else about the APIs and the Content it accesses as Active deems appropriate in its sole discretion.  Active may change such usage limits at any time. In addition to its other rights under these Terms, Active may utilize technical measures to prevent over-usage and/or stop usage of the APIs by an Application after any usage limitations are exceeded. If no limits are stated in these Terms, you nevertheless agree to use the APIs in a manner that, as determined by us in our sole discretion, does not exceed reasonable request volume or does not constitute excessive or abusive usage.

1.10 Security Measures. Your networks, operating system and the software of your web server(s), routers, databases, and computer systems (collectively, “System” or “Systems”) must be properly configured to Internet industry standards as required to securely operate your Application. You agree to access and handle the Active Property in a secure manner. You will not architect or select Systems in a manner to avoid the foregoing obligation. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to Active in writing via email to support-affiliate@activenetwork.com or subsequent contact information posted in the Active developer site. You will work with Active to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of security deficiency or intrusion involving the Application, you will make no public statements (i.e., press, blogs, bulletin boards, etc.) without prior written and express permission from Active in each instance. Active may investigate your compliance with the security measures you have established for your Applications.

1.11 Active Independent Development. You understand and acknowledge that Active may be independently creating applications, content and other products or services that may be similar to or competitive with your Application, and nothing in these Terms will be construed as restricting or preventing Active from creating and fully exploiting such applications, content and other items now or in the future, without any obligation to you.

2 Proprietary Rights

2.1 Active Property. As between you and us, we own all rights, title, and interest, including without limitation all intellectual property rights, in and to the Active Property. Except for the express licenses granted in these Terms, Active does not grant you any right, title or interest in the Active Property. You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Active may reasonably request to effect, perfect or confirm Active’s rights to the Active Property.

2.2 Feedback. You have no obligation to give us any suggestions, comments or other feedback (“Feedback”) relating to the Active Property. However, we may use and include any Feedback that you voluntarily provide to improve the Active Property and/or any other of our products, services or technologies. Accordingly, if you give Feedback, you assign all right, title and interest in and to such Feedback to us and acknowledge that we may freely use, reproduce, license, distribute or exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account. You also agree not to provide Feedback that you know is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from such Feedback to be licensed to or from, or shared with, any third party.

2.3 Application. You represent and warrant to Active that, excluding Active Property, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use by Active and its users of your Application shall not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including the laws of any country in which your Application is made available. Except to the extent your Application contains Active Property, Active claims no ownership or control over your Application. You hereby grant to us a fully paid-up, royalty-free, nonexclusive, perpetual, worldwide irrevocable right and license, under all of your intellectual property rights, to: (i) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to users; (ii) link to and direct users to your Application; and (iii) sublicense the foregoing rights to any third parties.  You expressly agree that we have no responsibility or control over your Applications and you acknowledge that we do not review or monitor your Applications.

3 Privacy, Policies, and Legal Compliance

3.1 Active's Privacy Policy. Active’s collection and use of personal information from its users and developers is governed by Active’s Privacy Policy, available at http://www.activenetwork.com/information/privacy-policy.htm and incorporated by reference into these Terms, with the exception that Active may reveal personal information about developers for attribution purposes, handling inquiries from users or potential users, and other purposes Active reasonably deems necessary pursuant to these Terms. You understand and agree that Active may access, preserve, and disclose your personal information and your developer account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of Active, its affiliates or partners, its users, or the general public. You agree to comply with all applicable laws and regulations, and the term of Active’s Privacy Policy, with respect to access, use and/or submission by you or any personal information in connection with the APIs.

3.2 Digital Millennium Copyright Act. You will post a policy complying with the Digital Millennium Copyright Act (DMCA) and respond promptly to notices of alleged copyright infringement involving your Application.

3.3 Your Policies; Informed Consent. You will (a) maintain your own user agreement and privacy policy applicable to users of the Application (your “Policies”), (b) comply with your Policies, (c) prominently identify and link to your Policies at those locations where users may opt to download or access your Application, and (d) promptly notify us of any breaches of your Policies by you or users of the Application. Your privacy policy will be at least as stringent and user-friendly as Active’s. Before obtaining information from your users of the Application, you will obtain their informed consent by informing them what information you collect and how it will be used and/or shared.

3.4 Data Storage and Conversion Limits.

3.4.1 Prohibition on Copying and Storage. Your Application may access certain information of Active’s customers at the request of such customers as an end-user of an Application. You may not copy, store, cache, intercept or read/sniff any Content returned or received through the APIs, including data about users, longer than the current usage session of the user for which it was obtained. In addition, any contact information associated with an event organizer or retrieved by the APIs may only be used in connection with the event listing on your Application. You are not permitted to use such contact information to market and/or promote directly to the event organizer.

3.4.2 Removal of Active User Data from Your System. At the end of an end-user’s session accessing their Active account information from your Application or twenty-four (24) hours, you shall delete from your Application and data retention systems all Content and other data associated with the end-user session. You may not retain any Content or data upon notice from Active (including if we notify you that a particular Active customer has requested that their information be made inaccessible to your Application), or upon termination of this agreement or your use of the APIs. In addition, you must remove all data collected with the user’s consent upon request by the user, when the user uninstalls your Application, or when the user closes his or her account with you. The restrictions of this section also do not apply to “independent data,” which means data that users provide directly to you and that is separately entered, uploaded, or presented to you by the user of your Application.

4 Trademarks, Marketing and Publicity

4.1 Your Marketing and Publicity. You agree to comply with the Active Branding Guidelines, which can be found at http://developer.active.com/branding_guidelines. In addition, you may not remove or alter any Active Marks, or co-brand your own products or material with Active Marks, without Active’s prior written consent granted or denied at Active’s sole discretion. You hereby (a) acknowledge our rights in Active Marks and agree that any use of Active Marks by you shall inure to our sole benefit; and (b) agree not to incorporate any Active Marks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with products, services, or information. You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Active (or otherwise embellishing your relationship with Active). However, you may not issue any formal press release via traditional or online media referring to Active without Active’s prior written consent. 

4.2 Display of Content; Attribution and Goodwill. You must clearly and conspicuously attribute the source of all Content as received from Active. You may not modify, obscure or otherwise disable the functioning of links to Active or third-party applications or websites provided within the Content. Similarly, you may not omit, modify or obscure the text, images, artwork, logos, copyright or similar notices or other aspect of any Content that you receive from the APIs, provided, however, that with respect to graphic images, you may re-size such images while maintaining the same relative proportions of the image.

4.3 Active's Marketing and Publicity. You grant us a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application in accordance with these Terms for the purpose of promoting or advertising that you use the API. We may publicly refer to you, orally or in writing, as a licensee of the Active APIs and we may publish your name, trademark and/or logo (with or without a link to your Application) on our Website, in press releases, and in promotional materials without your prior consent.

5 Links to Third Party Sites. Any links to third party sites are provided for your convenience. Active does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability, or any other representation about the third party site or its content. A link to a third party site does not constitute sponsorship, endorsement, approval or responsibility for the third party site. The conditions of use and privacy policy of any third party site may differ substantially. Please review the terms of use on the third party site carefully.

6 Term and Termination

6.1 Term. The term of these Terms shall commence on the date upon which you agree to these Terms and shall continue in force thereafter, unless modified or terminated as provided herein.

6.2 Active Termination; Suspension; Discontinuance. We may suspend or terminate your use of all or any of the APIs at any time if we believe you have violated these Terms, the Terms of Use, the Privacy Policy, Branding Guidelines, Affiliate Agreement or, in our sole discretion, we believe the availability of the APIs in your Application is not in our or our users’ best interests. We may discontinue the availability of some or all of the APIs at any time for any reason. We may also impose limits on certain features and services or restrict your access to some or all of the APIs or our Website. All of our rights herein may be exercised at any time without prior notice or liability to you.

6.3 Your Termination. You may terminate the agreement under these Terms for any reason or no reason at all, at your convenience, by closing your account or ceasing use of the APIs. Any prepaid licensing or other fees paid by you to Active shall not be refunded under any circumstance. All moneys owed to Active shall immediately become due and owing upon your termination of this agreement. These moneys must be paid to Active within five (5) business days.

6.4 Effect of Termination. Upon termination of the agreement between you and us under these Terms, (a) all rights and licenses granted to you will terminate immediately, (b) any and all payment obligations, if any, will be due, and (c) unless we agree otherwise in writing or as stated in these Terms, you must permanently delete all Content or other data which you stored pursuant to your use of the APIs. Active may request that you certify in writing your compliance with this section. No liability whatsoever shall be created for Active by the mere fact of termination of the agreement under these Terms. The following sections of these Terms shall survive termination: Sections 1.4, 1.8, 1.10, 1.11, 2, 3, and 5-10.

6.5 Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to Active, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Active may be legally entitled, Active shall have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants or other agents.

7 WARRANTY DISCLAIMER

THE ACTIVE PROPERTY IS PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. SOME OF THE ACTIVE PROPERTY MAY BE EXPERIMENTAL AND MAY HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE ACTIVE PROPERTY IS FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE ACTIVE PROPERTY IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE ACTIVE PROPERTY INCLUDING FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

8 LIMITATION OF LIABILITY

YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU, YOUR CLIENTS OR CUSTOMERS, OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE ACTIVE PROPERTY; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE ACTIVE PROPERTY OR ANY ACTIVE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE ACTIVE PROPERTY OR ANY ACTIVE SERVICES. UNDER NO CIRCUMSTANCES SHALL OUR AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, UNDER ANY THEORY OF LIABILITY, EXCEED U.S. ONE HUNDRED DOLLARS (U.S. $100).

9 Indemnification. You agree to hold harmless and indemnify Active, and its affiliates, and their respective directors, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of any Active Property, violation of these Terms or any other actions connected with your use of the Active APIs, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.

10. General Terms

10.1 Governing Law; Attorneys’ Fees. These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to any conflicts of law provisions. Any action or proceeding arising from or relating to these Terms must be brought in a federal court in the Southern District of California or in state court in San Diego County, California and each party irrevocably submits to the exclusive jurisdiction and venue of any such court. In the event of litigation between the parties arising out of or related to these Terms, the prevailing party will be entitled to recover its attorneys’ fees and costs incurred.

10.2 Interpretation. The term “include” (and all of its variants) when used in these Terms will be interpreted to be followed by the clause “without limitation” in all cases. You agree that Active has sole discretion in determining the interpretation of the meaning of these Terms, including determining your compliance with these Terms.

10.3 Export Laws. You shall comply with applicable export laws and regulations of the United States with respect to any technical materials you receive pursuant to these Terms.

10.4 Waiver. The failure of Active to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

10.5 Severability of Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect

10.6 Applicability and Entirety of Terms. In the event you and Active have executed a written API License Agreement and the terms of which conflict with these Terms, the API License Agreement controls. In all other cases, these Terms apply to you, they constitute the entire agreement between you and us with respect to the subject matter herein, and they supersede any and all prior and contemporaneous proposals (oral and written), understandings, representations and other communications between you and us.

10.7 Relationship Between the Parties. Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

10.8 Assignment. You may not assign these Terms, in whole or in part, without Active’s prior written consent. Any assignment in violation of this section is null and void.

10.9 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.