Wirestock API Terms of Service

By using the Wirestock API (the “API”) you (“you”) accept and agree to be bound by Wirestock’s Terms of Service in addition to the following terms and conditions (the “API TOS”) that shall govern your integration of the API with your Platform.

The API consists of tools and documentation to facilitate your creation of a software application (your "Application") that allows users (“Users”) of the technology platform you make available to such Users (your “Platform,”) to search, license, download and use certain Content subject to the limitations and conditions described below. "Content" includes, but is not limited to images, photographs, vectors, moving images, animations, footage clips, films, videos, audiovisual works, audio recordings, and the associated descriptions, keywords, metadata, titles, FAQs, information about any of the foregoing, and any other content that Wirestock may make available from time to time.

• Wirestock grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the API solely to develop, test, display, distribute and execute your Application and to make the Content available to Users of your Platform. You may not monetize your Platform without paying fees in accordance with Section 3 below (“Fees”).
• In order to obtain logged in functionality you will need one or more unique passwords and/or other credentials (collectively, "Keys") for accessing the API and managing your account. You may only access your account with the Keys issued to you by Wirestock. You may not sell, transfer, sublicense or otherwise disclose your Keys or any of your other account login information. You may not use the API with any platform, website, or application other than the Platform which you disclose to Wirestock as part of your API account creation. You are responsible for maintaining the security of your Keys. You are fully responsible for all activities that occur using your Keys, regardless of whether such activities are undertaken by you or a third party, and regardless of whether the activities are undertaken with or without your authorization. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account.
• Any Content previewed by Users through the Platform (“Preview Content”) shall incorporate the Wirestock watermark or your watermark.
• Wirestock reserves the right to release newer versions of the API from time to time and to require you to use the most recent version.

Users who license an item of Content through the Platform are granted an individual, irrevocable, non-exclusive, non-sublicensable, non-transferable, right, in perpetuity throughout the world to use such Content in accordance with applicable law, except Users may not sell Content, or otherwise engage in business similar to, or competitive with, Wirestock. The preceding sentence does not prohibit Users from commercializing User’s product(s) which may incorporate Content as part of such product(s). You are responsible for making Users of your Platform aware of their obligations relating to their use of Content, and for their use of Content in accordance with the same.

• For each item of Content licensed through the API, you shall call the API and communicate the purchase information, including Content ID Number.
• The fees charged by Wirestock do not include any taxes, duties or other government charges unless expressly specified as such.

Any fees not subject to pre-payment shall be paid 30 days from the date of the applicable invoice.

You agree that you are responsible for your, and your Users’ conduct with regard to the API and for any consequences thereof. You agree to use the API only for purposes that are legal, proper, and in accordance with these API TOS and any other applicable policies or guidelines provided by Wirestock from time to time. You agree that when using the API, you will not do the following, attempt to do the following, or permit Users or other third parties to do the following:

• interfere with or disrupt Wirestock services or servers or networks connected to Wirestock services, or disobey any requirements, procedures, policies or regulations of networks connected to Wirestock services;
• use the API or Content for any illegal or unauthorized purpose;
• call the API at a frequency or in a manner that degrades or prevents availability or responsiveness of the API to any other customer of Wirestock; or
• circumvent or modify any Keys or other security mechanisms employed by Wirestock or the API, including without limitation any authentication technologies.

You hereby grant Wirestock a non-exclusive, limited license to use your trademarks in the marketing, advertising, and promotion of the Wirestock API partner program, including but not limited to on webpages devoted to Wirestock’s partner program and via email. You hereby grant Wirestock the right to include a link to your Platform into the Wirestock services and websites through a directory or other means.

• As between you and Wirestock, Wirestock retains all right, title and interest, including without limitation all intellectual property rights, in and to the “Wirestock Property” which consists of, without limitation: (i) the API and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivative works and/or compilations thereof, and (ii) the Content.
• You will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the Wirestock services, including, without limitation, the API, or any aspect or portion thereof, including without limitation, source code and algorithms.

You agree to hold harmless and indemnify Wirestock, licensors and assigns, and its and their respective officers, agents, and employees, advertisers or partners, from and against any claim arising from or in any way related to your use of any Wirestock Property and/or Content, violation of these API TOS, violation of applicable laws and regulations, including, without limitation, data protection and/or privacy laws, or any other actions or claims connected with or related to your Application, Platform, and/or use of Wirestock 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 the case of a written claim, Wirestock will provide you with written notice of such claim, suit or action.

Wirestock may suspend or throttle your access to the API immediately and without notice if Wirestock determines in its reasonable discretion:

• you are, or are seeking to, hack, disable, or interfere with any component or element, including any security mechanism, of the API;
• your use of the API poses a security or service risk to Wirestock, to any User of the API or Content, or to any of our subscribers, or may subject us or any third party to liability or damages;
• your use of the disrupts or threatens the API;
• there is evidence of fraud with respect to your account;
• you use any of the Wirestock Property other than as expressly permitted herein;
• you may be using the Wirestock API for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; or
• our provision of any of the API or related services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

In addition, Wirestock may, in its sole discretion, permanently terminate your access to the API upon thirty (30) days’ notice to you. You agree that your use of the API in no ways means you are entitled to continued use of the API.

This Agreement shall be governed by, subject to, and construed in accordance with the laws of the state of California. Any controversy, claim, or action arising out of or relating to this Agreement, or the breach thereof, or the coverage of this arbitration provision shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be Los Angeles, California. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from an alleged failure to pay fees due to Wirestock. This arbitration provision will survive termination of this Agreement.

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

In no event will Wirestock's total aggregate liability arising from or related to this Agreement exceed $10,000. Neither Wirestock nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the API or Content licensed therefrom.

You acknowledge that you have considered the allocation of risk presented by the provisions of this paragraph and that the allocation is reasonable under all facts and circumstances surrounding the Agreement.