This Subscription Agreement (the "Agreement") is a legal agreement with IP Street Holdings, LLC ("IP Street") regarding access to, and use of, IP Street’s proprietary Application Programing Interfaces (the “APIs”) and use of data, information, and electronic documentation produced by, or received from, use of the APIs (collectively the “Data”). By accessing or using the APIs, an entity or individual (“Subscriber”) agrees to each and every term of this Agreement (the “Terms”). Subscriber is directed to read all Terms carefully. Further information regarding Subscriber, the type of subscription purchased, and the IP Street Charges (defined below) are contained in a Subscription Order between IP Street and Subscriber, the entirety of which is incorporated herein by reference.  To the extent the Subscription Order conflicts with this Agreement, the Subscription Order shall control. Additionally, IP Street’s Privacy Policy is incorporated herein by reference, and is fully applicable to IP Street and Subscriber (collectively the “Parties”). See IP Street’s Privacy Policy for information about IP Street’s data protection practices and IP Street's use and protection of Subscriber’s information.

 

  1. Grant. Subscriber is granted a non-exclusive, non-transferable (except as provided in the Subscription Order), limited license to access the APIs, and, through the APIs, to access IP Street’s database comprised of data and information from various sources including IP Street created data and information, third party data and information, and publicly available data and information (the "Database"). Further provisions regarding specific uses allowed of Subscriber are contained in the Subscription Order. Subject to the provisions of the Subscription Order, Subscriber is licensed to use the Data solely for internal purposes and may not incorporate the APIs or Data into products for third parties, or transfer the IP Street Content (defined below) to third parties in any form not specifically allowed by the Terms.  IP Street sets and enforces limits on Subscriber’s use of the APIs to comply with the type of subscription detailed in the Subscription Order.  Subscriber agrees to, and will not attempt to, circumvent such limitations.
  2. Documentation Page. IP Street makes available online a document webpage which includes numerous documents detailing information and processes associated with the APIs, including the APIs protocols (the “Document Page”).  IP Street grants Subscriber a non-exclusive, non-transferable, limited license to use documents obtained from the Document Page for Subscriber’s internal purposes only. The performance of ipstreet.com, and the Document Page, is not guaranteed and may vary depending upon various factors. IP Street expressly reserves all copyright protection in the documents contained on the Document Page, and the protocols to the APIs.  Together the APIs, Database, Data, Document Page (and its contents) are collectively referred to as the “IP Street Content.”
  3. API Key/Registration. In order to access the APIs, Subscriber will need a unique API Key, provided by IP Street.  IP Street reserves the right to change the API Key as it determines necessary. Subscriber may be required to provide certain information (such as identification or contact details) as part of the subscription process. Any registration information Subscriber provides to IP Street must be accurate and up to date. Subscriber agrees to inform IP Street promptly of any changes to such information. Subscriber must keep its API Key confidential, including taking appropriate measures to maintain the confidentiality, especially when connected to the Internet. Subscriber may not allow any third party to use its API Key under any circumstances. Additionally, Subscriber shall only access an API by the means described in the documentation of that API found on the Documentation Page. Subscriber will not misrepresent or mask its identity when accessing the APIs. IP Street is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of Subscriber’s API Key. Subscriber must contact IP Street immediately if it becomes aware of, or believes there is or may have been, any unauthorized use of Subscriber’s API Key, or otherwise wishes to deactivate its API Key due to security concerns.
  4. API Protocols. To properly use and access the APIs, Subscriber must comply with the API protocols as detailed and explained on the Document Page. Subscriber is solely responsible for properly programming its system to comply with the API protocol. 
  5. Subscriber’s End Users. If Subscriber is allowed, through its Subscription Order, to incorporate the IP Street Content into a product it transfers, sells, or in any other way allows a third party to use or access, Subscriber will require the third party (“Subscriber’s End User”) to comply with all applicable laws, regulations, and the Terms.
  6. Open Source Software. Some of the software recommended, or provided, in relation to use of the APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is detailed on the Document Page. To the limited extent the open source software license expressly supersedes the Terms, the open source license sets forth Subscriber’s agreement with IP Street for the applicable open source software.
  7. Non-Exclusivity. The Terms are non-exclusive. Subscriber specifically acknowledges that IP Street may allow third parties to use the API’s in the same manner, or in a different manner, than Subscriber’s use. Additionally, IP Street may develop products or services that may compete with Subscriber or Subscriber’s End Users.
  8. Reservation of Rights. All rights not expressly granted to Subscriber by this Agreement are expressly reserved by IP Street.
  9. Rights in Data. Except for the limited license granted in this Agreement, all rights, title and interest in Data, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of IP Street or other contributors to the Database.
  10. Compliance with Law and Third Party Rights. Subscriber will comply with all applicable local, state, federal and international laws and regulations. Subscriber will not use IP Street Content to encourage or promote illegal activity or violate rights of a third party. Subscriber shall not interfere with the use of the APIs by other users or with IP Street's operation and management of the APIs.
  11. Restrictions on Use of API. Unless otherwise specified in writing by IP Street, including the Subscription Order, when using the APIs, Subscriber, those acting on Subscriber’s behalf, and Subscriber’s End Users may not:
    1. Sublicense an API for use by a third party. Consequently, Subscriber agrees it will not create a product that functions substantially the same as the APIs and offer it for use by third parties.
    2. Perform an action with the intent of introducing into the IP Street Content any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
    3. Interfere with or disrupt the APIs or the servers or networks providing the APIs including, but not limited to, attempts to deliberately damage an API or the Database, such as a denial of service attack.
    4. Promote or facilitate unlawful online gambling.
    5. Reverse engineer or attempt to extract the source code from any API or any related software.
    6. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage.
    7. Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
    8. IP Street does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements.
  12. Restrictions on Use of Data. Unless otherwise specified in writing by IP Street, when using the APIs, Subscriber, those acting on Subscriber’s behalf, and Subscriber’s End Users may not: 
    1. Sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
    2. Misrepresent the source or ownership; or
    3. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
  13. Charges and Modification of Charges. Charges payable by Subscriber for access to the APIs ("IP Street Charges") are detailed in the Subscription Order. Unless otherwise agreed in the Subscription Order, IP Street Charges may be modified upon at least 30 days prior notice to Subscriber. Charges are exclusive of sales, use, value added tax, and other taxes, which are the responsibility of Subscriber. Subscriber will pay all invoices in full within 30 days of receipt. If full payment is not made, Subscriber may be charged up to the maximum legal interest on any unpaid balance.
  14. Brand Features. The trade names, trademarks, service marks, logos, and domain names are the “Brand Features” of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by Subscriber of IP Street's Brand Features will inure solely to the benefit of IP Street. All copyrights in and to the IP Street Content, including, but not limited to, all copyrights in the API protocols, are owned by IP Street.
  15. Attribution. Subscriber may, at its discretion, display an attribution to IP Street in relation to the APIs. IP Street hereby grants to Subscriber a limited, nontransferable, nonexclusive license, while the Terms are in effect, to display IP Street's Brand Features for the purpose of attribution. Subscriber’s use of the IP Street Brand Features is limited to fulfilling the attributions described under this Section. If Subscriber chooses to include an attribution, Subscriber understands and agrees that IP Street has the sole discretion to determine whether the attribution is acceptable, and if determined to be unacceptable, in IP Street’s sole discretion, Subscriber will immediately remove any use of the IP Street Brand Features.
  16. Publicity. Subscriber will not make any statement regarding its use of the APIs which suggests partnership with, sponsorship by, or endorsement by IP Street without IP Street's prior written approval.
  17. Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the APIs, IP Street may produce and distribute incidental depictions, including screenshots, video, or other content from Subscriber’s products, and may use Subscriber’s Brand Features. Subscriber grants IP Street all necessary rights for the above purposes. 
  18. No Legal Advice and Disclaimer as to Accuracy of Information. The information contained within the Database and the Data is not legal advice or a substitute for legal counsel.  The information contained within the Database and the Data may or may not reflect the most current status of a patent; accordingly, information within the Database and the Data is not promised or guaranteed to be correct or complete, and should not be relied upon as such. As legal advice must be tailored to the specific circumstances of each case, nothing provided from use of the APIs should be used as a substitute for advice of competent counsel. Additionally, the Database includes materials, information, and data provided by third parties. IP Street makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third party materials, information, or data.
  19. Links to Third Party Webpages. The Data may include URL links to third party webpages solely for Subscriber’s convenience. These third party webpages are maintained by third parties over which IP Street exercises no control. The appearance of any such third party links in Data is not intended to endorse any particular federal department, company, or product. If Subscriber decides to access any of the third party webpages it does so entirely at Subscriber’s own risk.
  20. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR THE SUBSCRIPTION ORDER, IP STREET, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, MEMBERS, OR TRUSTEES, INCLUDING ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, CONTRACTORS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY THE "IP STREET PARTIES")  PROVIDE THE IP STREET CONTENT "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. SUBSCRIBER'S EXCLUSIVE REMEDY, AND THE IP STREET PARTIES’ ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO THE IP STREET CONTENT WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGRATE AMOUNT OF IP STREET CHARGES PAID BY SUBSCRIBER DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL THE IP STREET PARTIES BE LIABLE TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO (i) SUBSCRIBER'S INABILITY TO USE THE IP STREET CONTENT (ii) ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON THE IP STREET CONTENT; (iii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S RIGHTS UNDER THIS AGREEMENT OR USE OF, OR INABILITY TO USE, THE IP STREET CONTENT, EVEN IF THE IP STREET PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iv) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, OR DELIVERING OF IP STREET CONTENT. FURTHER, IP STREET PARTIES SHALL HAVE NO LIABILITY WHATSOEVER TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY DATA ORIGINATING FROM A THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, PUBLIC DATABASES. IP STREET DOES NOT GIVE INVESTMENT, TAX OR LEGAL ADVICE, OR ADVOCATE THE PURCHASE OR SALE OF ANY SECURITY. THE IP STREET PARTIES DO NOT MAKE ANY WARRANTY THAT ACCESS TO THE IP STREET CONTENT WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF THE IP STREET CONTENT ENTAIL THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA.  THE IP STREET PARTIES ARE NOT OBLIGATED TO CORRECT OR UPDATE THE IP STREET CONTENT AND SHALL NOT BE LIABLE FOR OMISSIONS, TYPOGRAPHICAL ERRORS, OR OUT-OF-DATE INFORMATION WHICH MAY APPEAR.
  21. Exclusions Permitted by Law. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL WILL APPLY TO SUBSCRIBER AND THE IP STREET PARTIES' LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  22. Limitation of Time to Bring Claims. Except for claims relating to IP Street Charges or Subscriber’s improper use of the IP Street Content, no claim, which in any way arises out of this Agreement may be brought more than one year after the basis for the claim becomes known to the party desiring to assert it.
  23. Indemnification.  To the fullest extent permitted by law, Subscriber shall defend, indemnify, and hold harmless IP Street from and against all claims arising from, or in any way related to, Subscriber’s, or Subscriber’s End User’s, use of the IP Street Content, or a violation by Subscriber of these Terms, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney’s fees.
  24. Term and Termination. Unless indicated otherwise in the Subscription Order, this Agreement will take effect at the time Subscriber begins using the IP Street Content and will continue in force until terminated by Subscriber upon at least 30 days prior written notice of termination to the IP Street, or by IP Street without notice. Provided, however that this Agreement may not be terminated by Subscriber prior to one year after its first use of the IP Street Content. If IP Street terminates the Agreement without notice, it shall refund one month’s subscription fee to Subscriber. Notwithstanding the foregoing, either party may terminate this Agreement immediately upon giving written notice of termination to the other party if the other party commits a material breach of this Agreement.  If IP Street’s termination is due to a material breach by Subscriber, no refund is required.
  25. Force Majeure. Performance under this Agreement is subject to interruption and delay due to causes beyond a party’s reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, and the like.
  26. Notices. Except as otherwise provided herein, all notices to IP Street must be in writing to:

IP Street Holdings, LLC

717 W. Sprague Avenue, Suite 800

Spokane, Washington 99201

 

              and to Subscriber at the address indicated on the Subscription Order.

  1. U.S. Government Restricted Rights. All IP Street Content provided to the U.S. Government is provided with the commercial rights and restrictions described elsewhere herein.
  2. Arbitration; Venue. Any controversy or claim Subscriber may have arising out, of or relating to, this Agreement, or use of the IP Street Content shall be resolved by a single, impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such claim shall be brought solely by Subscriber and not as part of, or as a representative of, a class. The arbitration shall be held in Spokane, Washington. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitrator’s award shall be final and binding. The courts of the State of Washington and/or the United States District Court for the Eastern District of Washington shall have exclusive jurisdiction and venue over (i) any action concerning the enforcement of an arbitration award, or (ii) if arbitration is not permitted by law, then any claim Subscriber may have arising out of, or relating to, this Agreement or use of the IP Street Content. Subscriber agrees to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts, and Subscriber will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR USE OF THE IP STREET CONTENT. IP Street reserves all rights and remedies available to it, in law or equity, with respect to any matter relating to this Agreement or Subscriber’s use of the IP Street Content.
  3. Governing Law. This Agreement, and all matters regarding Subscriber’s use of the IP Street Content, shall be governed by, construed in accordance with, and enforced under the laws of the State of Washington applicable to contracts made and executed and wholly performed in the State of Washington, without regard to choice of law principles. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods apply and their applicability is expressly excluded. Printed copies of any and all agreements and/or notices in electronic form shall be admissible in any legal, investigative or regulatory proceedings.
  4. Waiver and Severability. The failure of IP Street to exercise or enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.
  5. Effect of Agreement. This Agreement (including by reference the Subscription Order and Privacy Policy) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings, oral or written, relating to the subject matter. Except as otherwise provided in this Agreement, IP Street may amend the Terms and conditions of this Agreement at will.  If an amendment by IP Street to this Agreement will have a materially negative effect towards Subscriber, 30 days prior written notice will be given to Subscriber of the amendment, if Subscriber chooses to do so by responsive writing, the effect of the amendment can be negotiated.