API Terms of Service
PIPL API Terms of Service
Thank you for your interest in the PIPL API Service.
By requesting an API Key or using the API Service (the "Service" or the "API") you agree to be bound by the terms and conditions of this Terms of Service ("TOS"). If your agreement to this TOS is on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to this TOS, in which case “You” or “Your” shall mean such entity. If you do not have such authority, or if you do not agree with the terms and conditions of this TOS, You should not request an API Key, and you may not use the Services or any Services-related materials.
PIPL reserves the right to change these Terms of Service from time to time. You should review the Terms of Service regularly. They can be found at http://dev.pipl.com/tos/ (or such future URL as PIPL may designate). The changes will become effective seven (7) days after they are posted, except if the changes apply to new functionality, in which case they will be effective immediately. If you do not agree to modified terms for the Service, You may stop using the service at any time. If you continue to use the Service, You will be deemed to have accepted the modifications.
1. SERVICE AND FEES
1.1 Description of Service. The API consists of the services described in the technical documentation of the service available at http://dev.pipl.com/docs/read/ (or such future URL as PIPL may designate).
1.2 Modifications. PIPL is constantly innovating in order to provide the best possible service. PIPL reserves the right to make changes to its algorithm, results order and data manipulation methods in a way that will not interrupt the basic format in which the data is provided so that no new integration work will be required by you.
1.3 Version Upgrades. Any changes to the basic format of the data or to the way that you interact with the API that requires new integration work will be done in a version upgrade. If PIPL plans to cease providing the current version of the Service it will notify you of such intention via the e-mail you provided in your account information and the current version will become a "Deprecated Version"; for a period of 6 months after an announcement PIPL will continue to operate the Deprecated Version of the Service.
1.4 Intellectual Property. PIPL retains ownership of any Intellectual Property Rights including but not limited to those covered by patent and copyright laws. All rights not expressly granted to you are reserved by PIPL. The data retrieved by the API is, in some cases, the copyrighted and/or trademarked work of the creator/licensor while the rights to the Structuring, Matching, Scoring and Linking of the results, as well as any other rights owned by PIPL are reserved by PIPL.
1.5. Fees. You agree to pay PIPL the fees applicable to your membership level and usage as specified in the pricing sheet available at http://dev.pipl.com/docs/read/pricing/ (or such future URL as PIPL may designate). PIPL reserves the right, in its sole discretion, to change the pricing or fee structure for use of or access to some or all of the Services made available in the API. If PIPL decides to change the pricing or fee structure, such changes will be disclosed to you at least seven (7) days prior to the effective date. Late payments will be subject to a 1.5% per month late fee (or the maximum amount allowed by applicable law, if less). All fees charged by PIPL exclude any taxes, duties, tariffs or other similar charges, and you agree to pay any and all of the foregoing related to the API or other products or services you receive from PIPL (excluding taxes based on PIPL’s net income.)
1.6. Payment of Fees. All fees payable hereunder shall be paid by you to PIPL within 30 days following issuance of an invoice. The Monthly Minimum will be charged at the beginning of each calendar month and any usage fees will be calculated at the end of each calendar month.
1.7. Refunds. If your account was credited for any reason, you may choose to receive the funds or keep the balance in your account for future use.
2.1. Use of the API. You may only use the API so that you can display its content on your website, in your application, or use it for any other purpose described in your API key application form. You acknowledge that an API key must be obtained in order to use the API, and agree not to share your API key with any third party. You further acknowledge that you are solely responsible for all actions attributed to your API Key and the subsequent use of PIPL’s Services You agree not to, and not to permit a third party to: (i) sublicense, distribute, re-transmit, loan, lease, sell or otherwise make available the API; (ii) provide the API to any third parties on a service bureau, time sharing or similar basis; (iii) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of the API; or (iv) modify, alter or adapt the API data for other uses.
2.2. Cache. You will not store any data returned by the API for future use unless it is agreed to, in advance and in writing, by PIPL.
2.3. Records of Usage Patterns. PIPL retains query records for technical monitoring, service quality improvements, troubleshooting and billing purposes. PIPL shall keep the query information strictly confidential and shall not use this information for any purpose other than those mentioned above.
2.4. Appropriate Conduct. You agree that you are responsible for your own conduct and content while using the Service and for any consequences thereof. Your use of the Service must be in accordance with the documentation. You agree to use the Service only in accordance with these Terms of Service.
2.5. Prohibited Uses. You represent and warrant that your services do not and will not infringe on the intellectual property rights of any third party and will otherwise comply with all applicable laws. You further represent and warrant that you will not, and will instruct your end-users not to, use the information made available by the API to determine a consumer’s eligibility for (a) credit or insurance for personal, family or household purposes, (b) employment or (c) a government license or benefit or (d) any other purpose governed by the Fair Credit Reporting Act (FCRA).
3. SERVICE LEVEL AND AVAILABILITY
3.1 Uptime Commitment. Depending on your membership level, the Services will be available for use 99% or 99.9% of the time during each calendar month (“Uptime”). Uptime will not include periods the Services are unavailable due to: (i) Routine Maintenance (defined below), (ii) Urgent Maintenance (defined below); (iii) your, or your end users’, employees’, contractors’, or agents’ negligence, acts or omissions, (iv) the failure or malfunction of equipment, network, software, applications or systems not owned or directly controlled by PIPL; (v) any third party or public network or systems unavailability; (vi) circumstances or causes beyond the control of PIPL, including, without limitation, events of force majeure and third-party attacks on the PIPL network (such as ping and denial of service attacks), or (vii) breach of the TOS by you or your end users, employees, contractors or agents (collectively, “Exclusions”).
3.2 Maintenance. Except for Urgent Maintenance (defined below), PIPL will conduct all routine maintenance on the Services within a scheduled maintenance window that will not exceed six (6) hours per week (“Routine Maintenance”). Routine Maintenance ordinarily will not cause an interruption of the Services, but it may increase the risk of an interruption. If PIPL anticipates that any Routine Maintenance will interrupt the Services, or if PIPL needs to perform any Routine Maintenance outside of the regularly scheduled maintenance window, PIPL will notify you via the e-mail you provided in your account information at least 48 hours in advance. PIPL will try to schedule Routine Maintenance during times that have the least potential impact on its customers. If PIPL determines that immediate maintenance on the Services is required (“Urgent Maintenance”), PIPL can perform such Urgent Maintenance at any time and for any period of time (as determined by PIPL), and PIPL will provide you with notice of Urgent Maintenance as soon as reasonably practicable under the circumstances.
3.3 Remedy. If PIPL does not meet the Uptime commitment set forth above for a given calendar month, PIPL will provide a service credit to your account that equals half the minimum monthly payment for the affected service or half of your spend in the current month if you are not responsible for a monthly minimum; provided that Service credits will not be offered if the Services are unavailable as a result of any exclusions enumerated in Section 3.1 above.
You agree to hold harmless and indemnify PIPL from and against any third party claim arising from or in any way related to your use of the Service, violation of these Terms of Service or any other actions connected with use of PIPL services, 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, PIPL will provide you with written notice of such claim, suit or action.
5. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PIPL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER REGARDING THE ACCURACY OR RELIABILITY OF API RESULTS DATA.
b. PIPL MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PIPL OR THROUGH OR FROM PIPL SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
6. LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT PIPL SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PIPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PIPL UNDER THIS AGREEMENT TO YOU, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER CAUSE OF ACTION RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, EXCEED THE TOTAL AMOUNTS PAID BY YOU TO PIPL IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.
7. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 5 AND 6 MAY NOT APPLY TO YOU.
8. TERM AND TERMINATION
8.1 Term. The term of the Terms of Service shall commence on the date upon which you agree to the Terms of Service and shall continue in force thereafter, unless terminated as provided herein.
a. You may terminate these Terms of Service at any time by discontinuing your use of the Service at any time. You should inform PIPL by email that you wish to terminate or downgrade your subscription level.
b. PIPL may, at any time, terminate your access to the Service at its discretion without prior notice to you if:
(i) PIPL reasonably believes you have breached any provision of the Terms; or
(ii) PIPL is required to do so by law (for example, due to change to the law governing the provision of the Service); or
(iii) Providing the Service could create an unjustified economic burden as determined by PIPL in its reasonable good faith judgment; or
(iv) Providing the Service could create a security risk or unjustified technical burden as determined by PIPL in its reasonable good faith judgment; or
(v) You engage in any action that reflects poorly on PIPL or otherwise disparages or devalues PIPL’s reputation or goodwill.
8.3 Effect of Termination. Upon the termination of the Terms of Service for any reason (a) all license rights granted herein shall terminate and (b) If you were authorized to cache the API data, you shall immediately delete any and all copies of this data (c) Subscription fee will no longer be charged by PIPL going forward, your last subscription fee should be paid in full even if termination occurred before the end of a calendar month.
8.4 Survival. In the event of any termination or expiration of the Terms of Service for any reason, Sections 1.4,1.5,1.6,2.1,2.3, 4, 5, 6, 7, 8.3, 8.4, 8.5, and 9 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Terms of Service in accordance with its terms.
8.5 Remedies. You acknowledge that your breach of service/license restrictions contained herein may cause irreparable harm to PIPL, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which PIPL may be legally entitled, PIPL 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.
8.6 Third Party Beneficiaries. Nothing in the Terms of Service should be construed to confer any rights to third party beneficiaries.
9. AGREEMENT INFORMATION
9.1 Entire Agreement. This Terms of Service document embodies the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral or written, relating thereto.
9.2 Governing Law. The Terms of Service and the relationship between you and PIPL shall be governed by and construed under the laws of the State of New York.
9.3 Severability. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby.
9.4 Limitations Period. 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 PIPL services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
9.5 Headings and Captions. The headings and captions contained in this Agreement are inserted for convenience only and shall not constitute a part hereof.