IMPORTANT - READ CAREFULLY: This API License Agreement (this "Agreement") is a contract between you, as Licensee ("You" or "Licensee") and vocaDB . and applies to your use of the vocaDB API service and any related products and services available through www.vocadb.com or any other related site (collectively the "Service"). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our Services. Instead, if you wish to modify these terms prior to using or accessing our services, please contact us at email@example.com.
1.1) API License.
Subject to the terms and conditions of this Agreement, vocaDB hereby grants to you a non-exclusive, non-transferable, non-sublicense- able, limited license to use the Application Programming Interface ("API License") solely in accordance with this Agreement.
You may do the following under this API License:
Any combination of the foregoing bulleted subsections above is "Permitted Use." Permitted Use is subject to all restrictions identified herein. We will provide to you a key that will permit you to use the API (the “Key”). The Key is the property of vocaDB and may be immediately revoked or terminated by vocaDB, including your use of the Content or Database in any way not expressly permitted or granted under this Agreement. A "Third Party Service Provider" is any third-party service provider who is reasonably needed to undertake the Permitted Use of this Agreement and who is subject to all restrictions herein, including confidentiality provisions at least as restrictive as those set forth in Section 7 ("Confidential Information").
1.2) General License Conditions and Restrictions.
You shall neither use the Database or the API Program in any way not expressly permitted or granted under this Agreement, nor use any alternative means such as robots, spiders, scraping or other technology to access, query, or use www.vocaDB.com, or any other web site owned or operated by vocaDB or any of its affiliates or subsidiaries (the "vocaDB Site"), Database, Content, or API Program to obtain any information, other than as provided by vocaDB to you pursuant to this Agreement. You may not distribute, facilitate, enable or allow access or linking to the vocaDB Content or Database from any location or source other than your Site. You shall not permit or enable third parties to copy or obtain vocaDB Content from your Site in any unauthorized manner including, but not limited to, the use of using robots, spiders, scraping or any other technology. Following expiration or termination of this Agreement, you shall not use (or facilitate use of) any alternative means such as robots, spiders, scraping or other technology to access, query, or use the vocaDB Site, Database, Content, or API Program to obtain any information. We may deprecate or terminate the availability or performance of the API at any time and for any reason.
1.3) Restrictions and Conditions on Use.
You agree that you shall not use the API Program, Database, or vocaDB Content, or permit same to be used in any manner, whether directly or indirectly, that would
(i) permit the disclosure of the API Program, Database, or the vocaDB Content (other than vocaDB Content authorized by this Agreement to be Publicly Displayed as defined hereunder), to, or the use of the API Program, Database, or the vocaDB Content by, anyone other than your employees or Third Party Service Providers, or
(ii) unable the API Program to be used in any location other than your Site (unless vocaDB otherwise has agreed in writing in advance). Specific Prohibitions: Notwithstanding anything contrary in this Agreement, you are specifically prohibited from doing any of the following:
Your use of the vocaDB Content and participation in the API Program may be dependent upon the certification by vocaDB or an independent third party designated by vocaDB of your technology in accordance with the security and stability guidelines and the display and use of the API Program and vocaDB Content in accordance with this Agreement ("Certification"). You shall be responsible for all costs associated with Certification and any modification necessary to meet the Certification criteria. Future modifications of your Site, use or display of the vocaDB Content or API Program are subject to re-Certification. Failure by you to obtain and maintain Certification is cause for immediate termination of this Agreement.
1.5) Display of vocaDB Content.
You may only display the vocaDB Content in accordance with the following guidelines: You shall not under any circumstances display or cause another to display specific vocaDB User information in a Public Display; provided however, You may provide specific vocaDB User information to the vocaDB User for Private Display for such vocaDB User. "Public Display" is defined as the display of the vocaDB Content to anyone other than the owner, originator, creator, or developer of such content. "Private Display" is defined as the display of the vocaDB Content to a particular vocaDB User relating only to such vocaDB User's vocaDB activities;
1.6) Prohibited Functions.
Unless otherwise stated, all new vocaDB User registrations on items shall take place on the vocaDB Site and cannot be done through the API. In addition, all vocaDB User preferences, registration preferences, and privacy preferences shall be set by the vocaDB User directly on the vocaDB Site.
2.1) Content and IP Ownership. Except as otherwise provided in this Agreement, as between vocaDB and You, vocaDB retains all rights, title and interest in and to all intellectual property rights (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights and all other intellectual property rights) embodied in or associated with the API Program, vocaDB Content, vocaDB Site and any and all vocaDB services, technology and any content created or derived there from. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by vocaDB or its suppliers. You shall not take any action inconsistent with vocaDB's ownership of the API Program, and/or vocaDB Content. You shall not exceed the scope of the licenses granted hereunder.
2.2) Limits on Sublicensing. All license rights (under any applicable intellectual property right) granted herein are not sublicenseable, transferable or assignable, except as otherwise provided herein.
2.3) Uptime. vocaDB does not guarantee that the vocaDB Site or the vocaDB Content shall be available twenty-four hours a day.
3.1) No Notice. vocaDB may terminate this Agreement at any time upon advance notice for any reason and without notice to you.
3.2) Survival. The following Sections of the Agreement shall survive any termination of this Agreement: the following sections under Section 1.2 ("General License Conditions and Restrictions"), Section 1.3 ("Restrictions and Conditions of Use"), Section 2 ("Content and Intellectual Property Licenses"), Section 3.2 ("Survival"), Section 6 ("Representations and Warranties"), Section 7 ("Confidential Information"), Section 8 ("Limitation of Liability"), Section 9 ("Indemnification"), and Section 10 ("General").
3.3) Effects of Termination. Upon termination of this Agreement, you shall no longer log in with your Key and all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving; provided further, you shall provide proof to vocaDB of the destruction of any vocaDB Content or Customer Information within three (3) days of such expiration or termination.
7.1) Confidential Information. Confidential Information Defined. vocaDB's "Confidential Information" is defined as any confidential or proprietary information which is disclosed to you in a writing marked "Confidential" or, if disclosed orally, is identified as confidential at the time of disclosure and is subsequently reduced to the writing marked "Confidential" and delivered to the other party within ten (10) days of disclosure, or disclosed through the API. The terms of this Agreement, vocaDB Content, Database, Services, Technology, the API Program, your User ID, and Customer Information (including user IDs, passwords, and any account information) shall be deemed Confidential Information regardless of whether marked "Confidential."
7.2) Licensee Obligations. You shall hold vocaDB's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use vocaDB's Confidential Information for any purpose other than as required to perform under this Agreement. Where Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify vocaDB upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information. Notwithstanding any contrary provision in Section 15 ("Notice"), notification to vocaDB under this Section 7.2 should be provided by personal delivery on a same day. Your obligations hereunder shall survive the termination of this Agreement for a period of five (5) years.
7.3) Return of Confidential Information Upon Termination. Upon termination of this Agreement, you shall return to vocaDB within three (3) days all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.
7.4) Competitive or Similar Materials. Notwithstanding the foregoing, in no event shall vocaDB be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and/or distributing, materials which are competitive with your products and/or services (collectively, "your Products"), irrespective of their similarity to current Products or your Products that may be developed hereafter.
10.1) Governing Law; Venue. This Agreement shall be construed in accordance with and governed exclusively by the laws of South Korea applicable to agreements made among South Korea residents and to be performed wholly within such jurisdiction, regardless of such parties' actual domiciles. You agree that any cause of action arising under this Agreement shall be brought exclusively in a court in South Korea.