Tribune Media Services, LLC
OnConnect™ API Trial Evaluation Terms of Service
These OnConnect™ API Trial Evaluation Terms of Service (“Terms”) govern use of the editorial content and associated metadata (collectively, the “Licensed Data”) and associated services (the “Services”) made available by Tribune Media Services, LLC (“TMS”) via the online portal located at http://developer.tmsapi.com/ (the “Portal”).
In order to access the Licensed Data and Services, you must register your employer through the Portal and affirmatively agree to these Terms on behalf of your employer (hereinafter referred to as “Licensee”). If you do not agree to these Terms, please exit the Portal.
By clicking “I agree to the terms of services” you represent and warrant that you have read and agreed to these Terms and that you have the legal authority to bind Licensee to these Terms. You agree, on behalf of Licensee, that acceptance of these Terms creates a legal agreement between TMS and Licensee (this “Agreement”).
TMS may amend or modify the terms of this Agreement in its sole discretion with or without notice to Licensee. In the event of such amendment or modification, Licensee agrees that any amended or modified terms supersede all prior versions of this Agreement, and that Licensee shall be bound by such amended or modified terms.
1. License Grant. Subject to Licensee’s compliance with the terms and conditions of this Agreement, and solely for the duration of the Term hereof, TMS hereby grants Licensee a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable license to use the Licensed Data and Services, as provided by TMS to Licensee in TMS’s sole discretion, SOLELY FOR PURPOSES OF CONDUCTING INTERNAL EVALUATIONS AND TESTING OF THE LICENSED DATA AND SERVICES. Licensee may use the Licensed Data and Services only as expressly authorized in this paragraph. Any and all other uses of the Licensed Data and Services are strictly prohibited.
2. Access Requirements. Upon completion of registration, TMS shall make an access key (“Key”) available to Licensee through Licensee’s “My Account” section of the Portal. The Key will permit Licensee to access a limited “public” API set, which shall be subject to query rate limits of 1/sec and 50/day. Licensee may request, through the Portal, that TMS upgrade the Key to permit access to a larger “sample” API set, which shall be subject to query rate limits of 2/sec and 1,000/day and a limited access period of thirty (30) days. TMS shall grant or deny upgrade requests in its sole discretion.
3. Ownership by TMS. Licensee acknowledges that TMS owns all copyrights and other proprietary rights in and to the Licensed Data and Services. Except as expressly provided in this Agreement, TMS does not grant Licensee any rights or licenses in or to the Licensed Data or Services, or the related names and trademarks or associated components, including without limitation the content and proprietary systems used by TMS in connection with the Licensed Data and Services. Licensee shall not, by virtue of this Agreement or by virtue of its access to the Licensed Data or Services, obtain any copyright or other proprietary right or interest in or to the Licensed Data or Services except the revocable rights specifically granted to Licensee herein.
4. Term and Termination. The term of this Agreement (the “Term”) shall begin on the date Licensee accepts these Terms (the “Effective Date”) and shall continue in full force and effect until the earlier of: (1) thirty (30) days following the date (if any) on which TMS upgrades Licensee’s Key to permit access to a larger “sample” API set; or (2) termination of this Agreement by TMS. TMS may terminate this Agreement, in whole or in part, at any time and for any reason, or for no reason, without notice or liability. In addition, TMS may at any time modify, suspend, discontinue or restrict Licensee’s access to the Licensed Data and Services for any reason or for no reason, without notice or liability.
5. Post-Termination. Upon termination of this Agreement: (i) all rights granted by TMS hereunder shall immediately terminate; (ii) Licensee shall immediately cease to display, reproduce, retransmit or otherwise use any Licensed Data; (iii) Licensee shall purge all Licensed Data from all of its on-line and off-line storage media, including cached data; (iv) Licensee shall not use for any purpose thereafter any information included in or derived from the Licensed Data; and (v) Licensee shall return to TMS any software or other materials provided by TMS hereunder.
6. Warranty Disclaimer. TMS PROVIDES THE LICENSED DATA AND SERVICES ON AN “AS IS” BASIS, AND MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE LICENSED DATA OR SERVICES. TMS DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. LICENSEE’S USE OF THE LICENSED DATA AND SERVICES IS AT LICENSEE’S OWN RISK.
7. Limitation of Liability. IN NO EVENT SHALL TMS OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS, BE LIABLE (1) FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO LICENSEE’S USE OF THE LICENSED DATA OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (2) ANY AMOUNT FOR DIRECT DAMAGES IN EXCESS OF $100.
8. Waiver and Release. To the maximum extent permitted by applicable law, Licensee hereby waives and releases all debts, demands, causes of action, suits, sum and sums of money, accounts, specialties, covenants, contracts, controversies, agreements, promises, doings, omissions, variances, damages, executions and liabilities, and any and all other claims of every kind, nature and description, against TMS, its affiliates, and each of their respective officers, directors, employees, representatives and agents, arising from or relating in any way to Licensee’s use of the Licensed Data and Services. Licensee hereby waives the protection of any provision of any law that would operate to preserve claims that are unknown as of the Effective Date, including the benefits of California Civil Code § 1542 and all similar statutes or provisions of law in any jurisdiction. Section 1542 provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if know by him or her must have materially affected his or her settlement with the debtor.
9. Licensee Indemnity. Licensee shall indemnify, defend and hold harmless TMS, its affiliates, and each of their respective officers, directors, employees, representatives and agents from and against any and all third party claims, damages, costs and expenses (including reasonable out-of-pocket attorneys’ fees) arising out of or relating to: (i) Licensee’s use of the Licensed Data or Services; (ii) Licensee’s breach of this Agreement; and (iii) Licensee’s violation of any law, rule or regulation.
10. Choice of Law and Venue. This Agreement shall be governed by and interpreted under the laws of the State of Illinois, excluding Illinois’ choice of law rules. Any suit, action or proceeding arising out of or relating to this Agreement, or Licensee’s use of the Licensed Data or Services, shall be brought exclusively in the state or federal courts located in Chicago, Illinois. Licensee hereby irrevocably consents to jurisdiction and venue in the state and federal courts located in Chicago, Illinois for purposes of any suit, action or proceeding arising out of or relating to this Agreement, or Licensee’s use of the Licensed Data or Services.
11. Non-Waiver. Neither the failure of TMS to insist upon or enforce strict performance by Licensee of any provision of this Agreement, nor the failure, delay or omission by TMS in exercising any right with respect to any term of this Agreement, will be construed as a waiver or relinquishment to any extent of TMS’s right to assert or rely upon any such provision or right in that or any other instance.
12. Survival. Sections 3 and 5-12 shall survive any termination or expiration of this Agreement.