Updated June 8th, 2010
1.0 The MerchantCircle API (the "API") is available for developers in order to encourage the development of software application(s) and/or website(s) ("Application" or "Applications") beyond services and products currently provided by MerchantCircle ("Services" and "Products"). These API Terms of Use (the "Agreement") outline the terms under which you may use the MerchantCircle API. Please understand that by using the API, you are entering into this Agreement and are thereby a party to a legally binding contract with MerchantCircle. By accessing and using the API you explicitly agree to comply with and be bound by the following terms and conditions of this Agreement.
MerchantCircle reserves the right to make changes to this Agreement from time to time. When these changes are made, MerchantCircle will make a new copy of this Agreement available at http://www.merchantcircle.com/corporate/apitou.html. You understand and agree that if you use the API after the date on which the Agreement has changed, MerchantCircle will treat your use as acceptance of the updated Agreement. If the new Agreement is unacceptable to you, you may terminate the Agreement by ceasing use of the API.
2.0 The Agreement Includes the MerchantCircle Terms of Service and Privacy and Security Policy. To use the API, you must also agree to conform to:
Your failure to confirm to the MerchantCircle Terms of Service or Privacy Policy will be deemed a rejection of the Agreement.
3.0 Content License
3.1 License. This Agreement grants you a non-exclusive, non-transferable, non-sublicensable license to use the API to develop your Application and grant access to others to use your Application. MerchantCircle reserves the right to terminate this Agreement and revoke this license at any time for any reason pursuant to Section 9.0 below.
3.2 Restrictions. You shall not use or disclose any information derived directly or indirectly from licensed Content for any purpose except as specifically set forth in this Agreement. For example, and without limiting the foregoing, you shall not use any part of the licensed Content as a leads or sales list.
4.0 Approved API Usage. The API is provided for use free of charge for up to a maximum of 10,000 network calls per day per person or organization. In using the API, you agree not to use multiple accounts, multiple IP addresses, or any other fraudulent means to circumvent this daily restriction. In the event that you exceed this usage limit, your access to the API may be denied. If you require higher volume usage of the API, please contact MerchantCircle at developer@merchantcircle.com to inquire about alternative arrangements before proceeding.
4.1 Usage Limits. MerchantCircle may, without notice, restrict the number of network calls provided and the maximum amount of content that may be downloaded at any time via your Application. MerchantCircle may also restrict the size of Content downloads through the API. No guarantee is made that all text, images, and video ("Content") available on MerchantCircle.com is accessible through the API.
4.2 Modifications. MerchantCircle may release updated versions of the API at any time, and these subsequent versions may not support the same functionality as previous versions. Such updated API versions may change the terms above regarding approved usage, so please regularly check this Agreement for updates. The API is currently provided for free, but MerchantCircle may charge for API usage in the future.
4.3 Usage Monitoring. In order to ensure compliance with the Agreement, MerchantCircle may monitor API usage by your Application. You agree to do nothing to prevent such monitoring, and you agree to provide MerchantCircle with relevant materials pertaining to your Application, and access to the Application, promptly upon request.
4.4 Support. You acknowledge and agree that MerchantCircle has no obligation to provide you assistance with using the API, upgrades to the API, or support for users of your Application (individually or collectively, "API Support"), and that all API Support provided by MerchantCircle is done on a voluntary basis. You also acknowledge and agree that you are entirely responsible for providing technical support for your Application.
5.0 Prohibited API Usage
5.1 Unique Benefit. The API may not be used for or to create Applications that do not offer an additional and distinct benefit for users of MerchantCircle’s Services and Products.
5.2 Non-Competition. The API may not be used to create Applications that could reasonably be construed to compete with Services or Products offered by MerchantCircle at any time, nor may it be used to create Applications that could confuse MerchantCircle’s users as to the positioning of the Application against MerchantCircle’s Services or Products. You agree not to use the API to communicate with any merchants in the MerchantCircle network for the purposes of establishing any business relationship, or otherwise solicit such merchants in any way, without the prior written consent of MerchantCircle.
5.3 Harm. The API may not be used to create Applications that promote services that may be harmful or disparaging to the MerchantCircle or its partners, licensors, licensees, affiliates, or any other organization that MerchantCircle has entered into a formal agreement with.
5.4 No False Affiliations. Notwithstanding the provisions of Section 11 below, You may not imply, directly or indirectly, that you, your organization, or your Application is in any way affiliated with, sponsored by, or endorsed by MerchantCircle.
5.5 Other Inappropriate Conduct. You agree to use the API only for appropriate legal purposes in accordance with this License Agreement. In addition to the other restrictions outlined in sections 5.1, 5.2, 5.3, 5.4, you agree that when using the API you will not engage in activities that:
5.6 Restrictions. You agree to keep the API Key confidential, and not to share or transfer the API Key to any third party, and not to use the API Key for purposes other than those described at the time you applied for the key. This license is personal to you, and any affiliates must seek and obtain their own license and API Key. You may not sell, lease, share, transfer, or sublicense the MerchantCircle API or access or access codes thereto or derive income from the use or provision of the MerchantCircle API, whether for direct commercial or monetary gain or otherwise, or redistribute MerchantCircle Content through an API, without MerchantCircle's prior, express, written permission. If you wish to engage in any of these activities please contact MerchantCircle at api@merchantcircle.com to make arrangements.
5.7 Brand Prohibitions. Notwithstanding the provisions of Section 11 below, You may not use the MerchantCircle, MerchantCircle.com, MerchantCircle Answers or MerchantCircle Neighbors brands, or any associated brand asset (collectively the "Brands") in ways that:
5.8 Record Keeping. During the term of this Agreement and for one (1) year following the termination of this Agreement pursuant to Section 9 below, you agree to keep detailed records relating to your Application and use of the MerchantCircle API, including:
5.9 Audit Rights. During the term of this Agreement and for one (1) year following the termination of this Agreement pursuant to Section 9 below, MerchantCircle may cause an audit and/or inspection of your records kept pursuant to Section 5.8 above in order to verify your compliance with the terms of this Agreement. Any audit and or inspection shall be (a) conducted on Your premises during regular business hours upon no less than seven (7) days’ written notice and will be conducted in a manner so as to minimize interference with the operation of your business, or (b) conducted remotely, in which case You agree to provide reasonable access to personnel and data via phone, electronically, or otherwise. MerchantCircle may only conduct one (1) such audit during any calendar year.
5.10 Liquidated Damages. Because the API allows users to access and utilize Content that forms the foundation for MerchantCircle’s business, you agree that violation of this Agreement will cause MerchantCircle to suffer significant harm, but that the amount of such harm would be extremely difficult to ascertain. If an audit or inspection conducted pursuant to Section 5.9 above reveals that you have violated any of the provisions of Sections 3.2 or 5.1-5.7, as a reasonable estimation of such harm you agree to immediately pay MerchantCircle Liquidated Damages of one thousand dollars ($1,000) per violation.
6.0 Privacy Policy. Any user personal information that you obtain in relation to your Application must be handled in a matter that is consistent with MerchantCircle’s Privacy Policy.
7.0 Intellectual Property Rights
7.1 MerchantCircle Property. MerchantCircle retains all intellectual property rights to the API and any and all elements and components thereof, including code, technology, software, or content and any derivative works and/or compilations thereof.
7.2 Application Brands. You hereby grant MerchantCircle a non-exclusive and non-transferable license to display your Application names, trademarks, logos, and domain names associated with your Application (the "Application Brands") within the Gallery for the purpose of promoting your Application.
7.3 Trademarks and Service Marks. The MerchantCircle name, logo(s) and links to MerchantCircle.com are copyrighted and ALL RIGHTS RESERVED Copyright © 2005 MerchantCircle. You agree to use the Services in accordance with Section 11 below. We reserve the right, without notice and in our sole discretion, to terminate your license to use the MerchantCircle.com site (the "Site"), and to block or prevent future access to and use of the Site.
8.0 Representations and Warranties
8.1 Indemnity. You agree to hold harmless and indemnify MerchantCircle and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to Your use or Your users' use of the MerchantCircle API or MerchantCircle Content, use of MerchantCircle Brands and links other than as set forth in the Section 11 below, violation of this Agreement or other actions connected with use of MerchantCircle Services or Products, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, MerchantCircle will provide you with written notice of such claim, suit or action.
8.2 NO WARRANTIES. THE API AND THE SITE, INCLUDING BUT NOT LIMITED TO, THE CONTENT, AND SERVICES AND PRODUCTS, ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE API AND SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICES OR PRODUCTS, IS AT YOUR SOLE RISK. MERCHANTCIRCLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE API AND INFORMATION, MATERIALS, AND CONTENT ON THE SITE. MERCHANTCIRCLE DOES NOT REPRESENT OR WARRANT THAT THE API AND MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. MERCHANTCIRCLE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS OF ANY TYPE OR SCOPE.
8.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL MERCHANTCIRCLE, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE MERCHANTCIRCLE API, MERCHANTCIRCLE CONTENT, OR THE MERCHANTCIRCLE SERVICES AND PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9.0 Termination. MerchantCircle may change, suspend or discontinue the MerchantCircle API and suspend or terminate this Agreement and your use of the MerchantCircle API, MerchantCircle Content, and/or MerchantCircle Brands and links at any time for any reason, without notice. You may also terminate this Agreement at any time for any reason by ceasing to use the MerchantCircle API, MerchantCircle Content, and MerchantCircle Brand and links, removing implementation of the MerchantCircle API from your Web site(s), and deleting all copies of the MerchantCircle Content and MerchantCircle Brands and links.
10.0 Choice Of Law, Waiver, And Claims. This Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. No failure to exercise or enforce any right or provision of the Agreement shall be deemed to be a waiver of such right or provision. If any provision of this Agreement 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 this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.
11.0 MerchantCircle API Branding & Attribution Requirements
11.1 Attribution. You must display attribution on your web site or client application if MerchantCircle API Content is served from your website or client application. You must clearly give attribution to MerchantCircle.com as the source of all Content displayed through the API in accordance with this Section 11, and you must not hide, delete, or disable any links embedded within the Content accessed via the API. With the exception of resizing images, you may not alter the text, image, or video files that you receive from the API. If you display Content in a way that MerchantCircle finds unacceptable or damaging for any reason, MerchantCircle may require that you cease display of such Content. All Content accessed via the API remains the property of the original content holder.
11.2 MerchantCircle Logo. All input and output elements must be accompanied by an approved MerchantCircle Logo that links directly to www.MerchantCircle.com. Logos cannot be resized or edited in any fashion. If MerchantCircle Data is used in alternative media formats, equivalent attribution must be given to MerchantCircle. Prior written consent from MerchantCircle is required to use MerchantCircle Data without attribution. You must use the following logo to adhere to our attribution requirements:
Here's the HTML code:
11.3 Linking Requirements. When using the MerchantCircle API, you must provide at least one link to MerchantCircle.com using the standard linking format on your site, with the appropriate link(s) from the API call. Each resource of the API returns a collection of objects. All reviews, deal, coupons, and companies contain a URL property. Below is a summary of what should be linked:
The pages that contain MerchantCircle content and link attribution must not be blocked from web crawlers for indexing, specifically:
11.4. Disclaimer All pages that contain MerchantCircle Data or tools must include the following text and link:
© 2005 MerchantCircle API Use is subject to Terms of Use.
