Tubular Labs Online API Terms of Service
Last updated on August 23, 2019.
This Tubular Labs Online API Terms of Service (the “API Exhibit”) is entered into by and between Tubular Labs, Inc. (“Tubular Labs”) and the customer identified in the Addendum, Amendment, Statement of Work and/or Contract (collectively, the “Contract”) that references this API Exhibit (“Customer”) as of effective date of the Contract that references this API Exhibit (the “API Exhibit Effective Date”) and sets forth the terms and conditions governing Customer’s subscription to access and use the API Services ordered by Customer hereunder. This Exhibit amends and supplements the Contract to which it is attached. The capitalized terms used but not defined in this API Exhibit shall have the meanings given to them in the Contract.
The parties agree as follows:
1. Term and Renewal
The initial term of this API Exhibit will follow the term of the Contract that references this API Exhibit. Changes to the API Package purchased for the API Services shall require payment of additional fees at then-current rates or at such other fees mutually agreed upon in writing by the parties. The Term, along with any Renewal, constitutes the “Term” of this API Exhibit.
Any software application, website, service or product which Customer has created or offers using the API Services (defined below).
Means Application Programming Interface (“API”), which is a programmatic way in which the API Data is made available to Customer, as well as the related API Documentation.
2.3. API Documentation
The documentation, data and information that Tubular Labs generally provides to Customers, along with the API Services, to describe the operation and use of the API Services.
2.4. API Data
Means any data uploaded, posted, transmitted or otherwise made available via the API Services.
2.5. API Services
Means the API versions made available by Tubular Labs during the Term for use by Customer. For purposes of this API Exhibit, the API Services shall be only those API Services specified in the Order Form (as may be further described in the Software Services Description). The API Services may include the Dashboard API, the Intelligence API and any other Tubular Labs APIs and API Data or related services, as provided by Tubular Labs, but only to the extent so specified in the Order Form.
2.6. Dashboard API
The Tubular Labs API that enables programmatic access to trends data for saved searches that have been created and added to the Track Dashboard from within the Tubular Labs web application, as well as the related API documentation.
2.7. Intelligence API
The Tubular Labs API that enables programmatic access to creator and video data from Tubular Labs Creator Intelligence and Video Intelligence queries within the Tubular Labs web application, as well as the related API documentation.
2.8. Order Form
The Order Form set forth on the opening page of this API Exhibit which specifies the API Services ordered for use by Customer hereunder, along with corresponding API Package and Quota details and associated fees.
2.9. Software Services
Those Software Services to which Customer has subscribed under the Contract.
The “Initial Term” and “Term” shall have the meanings set forth in Section 1 above.
3. Rights to Use the API Services
3.1. API Services License
Subject to Customer’s compliance with the terms and conditions of this API Exhibit and the Contract (including Customer’s timely payment of fees), Tubular Labs grants Customer a limited, non-exclusive, non-assignable, non-transferable and revocable license, during the Term to use the API Services and associated API Data solely: (a) within Customer’s Application in connection with the Software Services; and (b) solely in support of Customer’s business operations related to the measurement and analysis of online video audience behavior and not for the benefit of any third party accordance with Tubular Labs’ relevant API Documentation. Tubular Labs and its licensors reserve all rights and licenses in and to the API Services and API Data not expressly granted to Customer under this API Exhibit.
In addition to the licensing restrictions set forth in the Contract (which, for clarity, shall apply to the API Services as well as the Software Services), Customer agrees that it shall be prohibited from, and shall ensure that its users are prohibited from, the following conduct or activities:
3.2.1 Customer may not share any API Data accessed from the API Services with any third parties, and API Data must be used solely in support of Customer’s business operations and not for the benefit of any third party. Customer may not charge for, sell, rent, lease, sublicense, redistribute, or syndicate access to the API Services of any API Data accessed from the API Services.
3.2.2 Customer may not use the API Services to replicate or compete with products or services offered by Tubular Labs.
3.3. API Data Storage, Maintenance, Refresh and Deletion
3.3.1 Within thirty (30) days of the expiration or termination of either this API Exhibit, Customer will securely and completely delete all data accessed from the API Services, which includes any API Data that received from the API Services and, further, includes data from any exports from the Software Services received under the Contract. Customer will provide Tubular Labs a written confirmation of such deletion.
3.3.2 With respect to all YouTube data made available to Customer via the API Services, Customer agrees to refresh all YouTube data accessed via the API Services at least once every thirty (30) calendar days (starting from the date when any YouTube data is first made available to Customer via the API Services), as required by YouTube’s API Terms of Services (which can be found at https://developers.google.com/youtube/terms/api-services-terms-of-service or its successor site), such that YouTube data will be replaced with fresh data at least once every thirty (30) calendar days to reflect the availability and accuracy of the data (e.g., due to deleted, unlisted or private YouTube videos and deleted channels). If Customer chooses not to refresh YouTube data accessed from the API Services, then Customer must delete YouTube data accessed via the API Services after 30 days of storage.
3.4. Customer Responsibilities
Customer is responsible for (i) maintaining the confidentiality of any user IDs, passwords and other credentials associated with Customer’s account, (ii) all activities that occur with respect to Customer’s account, (iii) its and its Authorized Users’ use of the API Services and compliance with this API Exhibit and the Contract, and (iv) all Customer Data.
3.5. Additional Requirements and Restrictions
3.5.1 Tubular Labs reserves the right to throttle unusually high use of its API Services if in Tubular Lab’s reasonable judgment throttling is necessary to preserve the quality of the services. In addition, Tubular Labs may limit Customer’s Application’s access to the API Services, in Tubular Labs’ sole discretion, if it may negatively affect Tubular Lab’s services or its ability to provide its products and services, or to prevent, investigate or otherwise address any suspected misuse of Tubular Labs’ services or other offerings.
3.5.2 Customer may not use the API Services in violation of any law or regulation, or rights of any person, or in any manner inconsistent with this API Exhibit or the Contract.
3.5.3 Customer may not transmit any viruses, malware or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
3.5.4 Customer will not attempt to exceed or circumvent limitations on access, calls and use of the API Services, or otherwise use the API Services in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this API Exhibit, including the API Documentation.
3.5.5 Customer may not take any action that interferes or may interfere with any API Service, including but not limited to, creating user accounts by automated means or impersonating any person or entity.
3.5.6 Customer may not copy or store any API Data or capture or store any information expressed by the API Data (such as hashed or transferred data), except to the extent expressly permitted by this API Exhibit.
3.5.7 Tubular Labs may at any time discontinue or cease support of prior API versions, make available new API versions and/or update existing API versions.
3.5.8 Customer agrees not to encourage, authorize, or enable anyone to do any of the actions prohibited under this API Exhibit.
4.1. Customer’s rights with respect to the API Services are limited to those expressly granted in Section 3 above. All other rights are reserved by Tubular Labs. The API Services and API Data, along with all software and other technologies embodied in or used to provide the API Services and API Data, and all intellectual property rights therein or relating thereto, are and shall remain the sole and exclusive property of Tubular Labs or its licensors.
5. Termination and Suspension
5.1. A party may terminate this API Exhibit for a material breach of this API Exhibit or the Contract by the other party, which remains uncured more than thirty (30) days after receiving written notice of the breach. In addition, Tubular Labs may suspend Customer’s rights of access, and/or terminate this API Exhibit, if Customer fails to make payment in full within five (5) business days following Customer’s receipt of written notice that it is late in paying an invoice. In the event of a termination pursuant to the above, the Term of this API Exhibit will be deemed reduced accordingly. Upon termination or expiration of this API Exhibit, Customer shall immediately cease all access and use of the API Services, API Data, API Documentation and other materials and Confidential Information of Tubular Labs. In addition, Tubular Labs may immediately suspend Customer’s rights of access and use of the API Services and API Data in the event of a breach by Customer of Section 3 above.
6. Miscellaneous Terms
6.1. Customer represents and warrants that its use of the API Services will not infringe, misappropriate or violate any third party’s intellectual property rights, rights of publicity or privacy, or other rights. Customer will use only Tubular Labs’ API Services in connection with products and/or services that comply with all applicable third-party Contracts to which Customer is a party.
6.2. The network, operating system and software of Customer’s web servers, databases, and computer systems (collectively, “Customer Systems”) must be properly configured to securely operate Customer’s Application and store data.
6.3. Customer must promptly report any security deficiencies in, or intrusions to, the Customer Systems to Tubular Labs in writing via email. This includes any unauthorized access, use, disclosure or destruction of API Data. Customer will work with Tubular Labs to immediately correct any security deficiency and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, API Services or API Data, Customer will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Tubular Labs in each instance.
6.4. For clarity, except where the terms and conditions of this API Exhibit are in conflict with the terms of the Contract (in which event this API Exhibit shall control), the terms and conditions of the Contract shall apply to the API Services and API Data in addition to the Software Services. By way of example, and without limitation, terms regarding attribution, license/usage restrictions, fees and payment, confidentiality, ownership, indemnities, disclaimers, limitations of liability and “Miscellaneous” topics shall apply with equal effect to API Services and/or API Data, as applicable. For purposes of applying such terms and conditions of the Contract to this API Exhibit, API Services provided under this API Exhibit shall be deemed part of the Software Services.
[End of Tubular Labs API Terms of Services]