Keiser API Agreement
Last revised on July 25, 2018
All users of the Keiser Corporation ("Keiser") APIs, either by accessing or using the APIs, or authorizing or permitting any individual to access or use the API are subject to the following Agreement. "You" means you individually or the entity that you represent. If you are entering into this Agreement for an entity, you represent and warrant to us that you have the legal authority to bind that entity to this Agreement.
Any amendment to this Agreement will be effective upon our posting of such updated terms at this location or the successor URL that Keiser may select. Your continued use of any Keiser API after such posting constitutes your consent to be bound by this Agreement, as updated and amended. Additionally, we may modify, remove, or add portions of, or otherwise update any of the Keiser APIs from time to time at Keiser's sole discretion.
Permitted Use and Limitations
Keiser reserves the right to at any time, modify or discontinue any Keiser API with or without notice to you and without any form of compensation or consideration to you. Keiser has no obligation to ensure Keiser API compatibility between version releases.
Keiser reserves the right to revoke access to any of its APIs if you violate this Agreement. If you are uncertain if a particular use case is covered within this agreement, please contact Developer Support.
You agree to comply with the Keiser Branding Guidelines for Developers. You understand and agree that Keiser has sole discretion to determine whether you are in compliance with the Keiser Branding Guidelines for Developers.
Keiser may use your service or application and related marks and logos that utilize Keiser APIs, for the purposes of promoting Keiser. However, Keiser has no obligation to use or promote any service or application.
You, and not Keiser, are responsible for providing all forms of support for your application or service. Keiser is not obligated to provide any type of support for Keiser APIs or services.
You agree to use commercially reasonable and appropriate administrative, technical, and physical measures, including taking account of the measures described in Article 32(1) of the General Data Protection Regulation 2016 /679 ("GDPR"), to maintain the security and integrity of (i) all data you access or collect from Keiser APIs, and (ii) all other data you access or collect in connection with any of your applications or services. Data collected through a Keiser API as well as data existing in your application or service are collectively defined as "Data." You are fully responsible for the security of Data used in connection with your application or service, or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security, and dissemination of any personal, financial, card, or transaction Data through your application or service. You must ensure that when personally identifiable information from any Keiser API is transmitted, it is done so over a secure, encrypted channel (e.g., HTTPS). You must notify Keiser of any security breach, including any personal data breach within the meaning of the GDPR, related to your application or service, or any Keiser API Data as soon as possible but no later than twenty-four hours of your discovery of any such security incident.
You may include advertisements in your application or service, but you must not use Keiser Data in any advertisements without Keiser's express written consent. Your advertisements may not be displayed in any manner that suggests approval or endorsement by Keiser.
Keiser may make changes in the structure or operation of any API at any time without notice.
Access to and use of Keiser APIs are currently provided at no charge. Keiser reserves the right to charge you for use of any Keiser API in the future at our discretion, including, without limitation, rated pricing and/or differentiated pricing. We will provide you with notice in the event we decide to start charging for use. If you do not agree to any such charges or updates, you must discontinue use of the API within 30-days of notice posting.
Unless otherwise required by applicable law or agreement with the applicable user to retain such data, if a user revokes the authorization previously granted for your application or service to access to their information access through a Keiser API, you must ensure that all Personal Data pertaining to that user is deleted from your application or service and related networks, systems, and servers. If you stop using a Keiser API altogether or if your Keiser APIs access is revoked, you must delete all Personal Data in the same way.
You agree to process and use Personal Data in a manner consistent with all applicable data protection and privacy laws, including as applicable the GDPR. If for any reason you are unable to comply with any privacy requirement of this Agreement you must promptly inform Keiser and take reasonable and appropriate steps to remedy any non-compliance or cease your access to Keiser APIs and use of all Personal Data.
"Personal Data" means data that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user’s name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information and includes personal data as defined in the GDPR.
Use of Keiser Trademarks
The rights granted in this Agreement do not include any general right to use the Keiser name or any Keiser trademarks, service marks or logos with respect to your application or service. Subject to your continued compliance with this Agreement, you may use the Keiser logo to comply the Keiser Branding Guidelines for Developers. These rights apply on a non-exclusive, non-transferable, worldwide, royalty-free basis, without any right to sub-license, and may be revoked by Keiser at any time. If Keiser updates the Branding Guidelines or any Keiser logo that you are using, you agree to update the Keiser logo to reflect the most current versions. You must not use any Keiser logos, marks, or any confusingly similar mark, as the name or part of the name or icon of your application or service, or as part of any logo or branding for your application or service.
You agree that Keiser and its affiliates and licensors retain all worldwide right, title and interest in and to the Keiser APIs, Keiser Data, and Keiser Marks including, without limitation, all intellectual property rights therein. Any rights not expressly granted herein are prohibited and reserved.
You understand that Keiser may currently or in the future develop products and services that may be similar to or compete with your application or service. Nothing in this Agreement shall in any way restrict Keiser from pursuing any business activities or from entering into any agreement with any other person or company.
In the event that you choose to provide Keiser with feedback, suggestions or comments regarding the Keiser APIs or Keiser products, or your use thereof, you agree that Keiser will be free to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to you.
To facilitate your Keiser APIs integration, Keiser may make certain SDK(s) and/or libraries available to you under a separate open source license. You agree that any Keiser API integration facilitated with such open source SDK(s) and/or libraries remains subject to this Agreement.
You hereby grant to Keiser a paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, right and license, under all applicable intellectual property rights, for Keiser’s marketing and promotional purposes to: (a) use, perform, make available, display to the public, reproduce your application or service and your integration of the Keiser APIs and (b) use your name, likeness, or brand (which includes all your trademarks, service marks, logos, brand names, or trade names) ("Your Marks") to the extent it is incorporated into your application or service. Following the termination of this Agreement and upon written request from you, Keiser shall make commercially reasonable efforts, as determined in its sole discretion, to remove references to your application or service and any of Your Marks from the Keiser website and related materials.
You represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you’ve obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of the Keiser APIs and/or Keiser products in the manner prescribed by Keiser; (b) you are eligible to register and use the Keiser APIs and have the right, power, and ability to enter into and perform under this Agreement; (c) the information you submit as part of your registration is current, accurate, and complete; (d) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the Keiser APIs or when you market or sell the application or service; (e) you will fulfill all of your obligations to each customer to which you provide the application or service and will resolve any customer dispute or complaint directly with your customer; (f) you and all transactions effected via the Keiser APIs or the application or service will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; g) you will not use the Keiser APIs, Keiser Data, or application or service, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of Keiser or the Keiser APIs; (h) you have all rights, including all copyright, trademark and other intellectual property rights, in the application or services necessary to offer the application or services to end users and to grant the license to Keiser in this Agreement; (i) you comply with and will continue to comply with all applicable privacy and data protection laws; and (i) you have implemented and will maintain appropriate technical and organizational security measures in accordance with the Service Terms and applicable law.
THE KEISER APIS, KEISER DATA, KEISER MARKS, AND KEISER PRODUCTS ARE PROVIDED "AS IS" AND ON AN "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND KEISER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
KEISER MAKES NO WARRANTY (i) THAT THE KEISER APIS WILL MEET YOUR OR YOUR CUSTOMERS’ REQUIREMENTS, OR THOSE OF YOUR APPLICATION OR SERVICE, (ii) THAT YOUR USE OF THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND/OR (iii) THAT ANY ERRORS IN THE KEISER APIS WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE KEISER DEVELOPER ZONE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR OTHERS’ COMPUTER SYSTEM/NETWORK OR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR THE USE OF ANY API.
You will indemnify, defend, and hold harmless Keiser, its affiliates, and their officers, directors, employees, agents, licensors, users and partners from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) your use of the Keiser APIs, Keiser Data, Keiser products, or the Keiser Marks other than as expressly allowed by this Agreement; (b) your breach or alleged breach of any of the terms, conditions and representations under this Agreement; (c) your application or software or business; or (d) your gross negligence or willful misconduct. You will control the defense and settlement of any claim subject to indemnification by you hereunder, provided that Keiser may at any time elect to take over control of the defense and settlement of any claim. You may not settle or compromise any such claim without Keiser’s prior written consent.
Limitation of Liability
IN NO EVENT WILL KEISER OR ITS EMPLOYEES, AGENTS, USERS OR PARTNERS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE KEISER APIS, KEISER MARKS, KEISER DATA, OR KEISER PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
KEISER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID TO KEISER FOR USE OF THE KEISER APIS IN THE LAST YEAR OR (ii) ONE HUNDRED DOLLARS ($100).
You acknowledge that your breach of this Agreement may cause irreparable harm to Keiser. Accordingly, you agree that, in addition to any other remedies to which Keiser may be legally entitled, Keiser shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants or other agents.
Where pursuant to Article 82(4) of the GDPR, either party is found to be liable for the entire damage arising from a breach or breaches of the GDPR relating to activities under the Service Terms, in order to ensure effective compensation of a one or more individuals, then the other party shall indemnify that party for that portion of the compensation attributable to any breaches of GDPR giving rise to the compensation for which it is responsible.
Applicable Law, Jurisdiction and Venue
Any dispute arising out of this Agreement shall be governed by California law and controlling U.S. federal law, without regard to conflict of law provisions thereof. You hereby consent and submit to the exclusive jurisdiction and venue in the state and federal courts of Fresno County, California, U.S.A., for any legal proceedings related to the Keiser APIs or this Agreement. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of the Keiser APIs or this Agreement, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys’ fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Keiser APIs or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
You may not assign, delegate, or otherwise transfer your obligations under this Agreement without the prior written consent of Keiser. Keiser has the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement. Any attempted assignment in violation of this paragraph is void.
This Agreement was drafted in English and the English-language version shall control in the event of a conflict with any translated version.
Except as set forth in "API Changes" above, all amendments to this Agreement must be made in a writing.
Entire Agreement; Headings
This Agreement constitute the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings, and contemporaneous communications. Headings are included in this Agreement for convenience only and will not be considered in interpreting this Agreement.
This Agreement does not create or imply any partnership, agency, or joint venture between the parties. For the purposes of Article 26 of the GDPR, the parties acknowledge that each party is a separate and independent controller of the personal data which it discloses or receives under this Agreement. The parties do not and will not process personal data which it discloses or receives under the Agreement as joint controllers. Each party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under applicable data protection and privacy laws. It is agreed that where either party receives a request from a data subject in respect of personal data controlled by the other party, where relevant, the party receiving such request will direct the data subject to the other party, as applicable, in order to enable the other party to respond directly to the data subject’s request.
No waiver by Keiser of any right under this Agreement will be effective unless set forth in a writing authorized by Keiser. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this agreement will remain in full force and effect.
Notices; Legal Process
If you are part of an agency, department or other entity of the U.S. Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Keiser 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 API constitutes a "commercial item," "commercial computer software," and "commercial computer software documentation." In accordance with such provisions, this Agreement and the Service Terms shall solely govern any use of the API by the U.S. Government.
For questions, contact our Developer Support.