Fedified

API Terms of Service

Distal Labs LLC ("Fedified", "Yirpi", "Distal Labs", "we", "us", "our", or "ours") makes available some of our data in machine readable format via application programming interfaces ("APIs", "API", "API endpoints", "endpoints", or "resources"). Throughout this document, "you" and "your" refers to the individual, company or legal entity that you represent and, as applicable and as permitted by law, the entity or entities to which you furnish services or work products derived from our APIs. Authorized access to our APIs is offered subject to your acceptance of the terms and conditions contained herein ("API Terms").

This document, together with our Developer Policy, Acceptable Use Policy and Privacy Policy constitute a binding "Contract" between you and us. Please read these documents carefully.

If, at our sole discretion and judgment, we believe a violation of the Contract is deliberate, repeated or presents a risk of harm to you, other users, the APIs, or any third parties, we may suspend or permanently terminate your access to our APIs without notice.

If you do not accept these terms or if you lack authority or capacity to be a party to this Contract, then you are not authorized to use our APIs. By using our APIs, you agree to be bound by the terms of this Contract.

Effective: May 12, 2023

Last updated: May 12, 2023

Scope

All of the content, data, metadata, application programming interfaces, software development kits, sample code, command line tools, developer tools and other related documentation and materials made available by us including, without limitation, through our websites (collectively, "Services") is subject to these terms. The Contract does not grant you any right to access or use our consumer-facing tools, API endpoints, websites, network systems, or infrastructure. Access to or use of our APIs or Services constitutes acceptance of the terms in this Contract.

Access to Our APIs

Subject to the terms herein, we grant you a non-exclusive, worldwide, non-transferable (subject to the section titled "Assignment"), limited license to access our APIs only as necessary to develop, test, use and support an application (an "Application" or "App"). You may charge for your Application, however, you may not sell, resell, rent, lease, sublicense, time share, redistribute, or syndicate access to any of our APIs or Services.

Your license to access our APIs is limited and subject to compliance with our Developer Policy, Acceptable Use Policy and Privacy Policy. You must use the APIs only in accordance with this Contract. Further, you will not:

  • access our APIs in violation of any law or regulation;
  • access our APIs by any means other than our publicly supported interfaces;
  • access our APIs in any manner that:
    • compromises, breaks or circumvents any of our technical processes or security measures associated with the Services,
    • poses a security vulnerability to customers or users of the APIs or Services, or
    • tests the vulnerability of our systems or networks;
  • access our APIs in order to:
    • build a similar or competitive product or service or copy any ideas, features, or functions, or
    • source data or other content in the process of training machine learning models or artificial intelligence software;
  • attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services;
  • attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage including, without limitation, embedding, hotlinking, scraping, or white-labeling;
  • misappropriate, disseminate, or commercialize our APIs and/or Services without express written permission; or
  • authorize, permit, enable, assist, direct, induce or encourage any third party or software component to perform any action that would directly or indirectly violate the Contract.

Required Application Functionality

Your App must include a call-to-action button with the text "Browse more profiles" which, when clicked, opens a separate web browser tab that loads the following URL: https://discover.fedified.com. The call-to-action button must be at least as prominent and have similar proportions to other navigation elements in your App.

Publicity

You grant us the right to use your name and/or company logo and/or organization's logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and customers, subject to your standard trademark usage guidelines as provided to us from time-to-time.

Transparency & Reporting

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our APIs and Services.

You are required to follow applicable legal requirements if the use of your Application will result in the international transfer of personal information.

If your Application is available for use by entities outside your organization, you must maintain a privacy policy and user agreement for your Application, which is prominently identified or located where users download or access your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms. In addition, you must promptly notify us in writing via email to security@fedified.com of any breaches of your user agreement or privacy policy that impact or may impact customers or users of our APIs and/or Services.

Modifications to our APIs

Our Services are continually evolving and we occasionally make changes to our APIs that are backwards-incompatible ("breaking changes"). We will give you advance notice of breaking changes if you opt-in to such notices by sending an email message to support@fedified.com. In the event that you are granted access to API endpoints that are undocumented you should not rely on their behaviors given that these undocumented aspects of our APIs may become inaccessible or otherwise change without notice at any time.

Modifications to the Contract

As our APIs and Services evolve, we may change these API Terms and the other components of the Contract. If we make a material change to the Contract, we will provide you with reasonable notice prior to the change taking effect by posting an announcement on our API and/or developer websites.

You can review the most current version of the API Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective as of the "Effective" date on the relevant component documents of the Contract; all other changes will become effective upon posting of the change. If you access our APIs after the effective date, that access will constitute your acceptance of any revised terms and conditions.

Our Right to Suspend Access and Audit

If we believe that there is a violation of the Contract that can simply be remedied by your modification or update of your Application, we will, in most cases, ask you to take direct action rather than intervene. In so doing, we may use your name, address and other contact details to communicate with you. Alternatively, at our sole discretion, we may provide your contact information to any third party that reasonably claims that you do not possess all of the necessary intellectual property rights to your Application. If you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers or users or any third parties, we may intervene directly and take what we determine to be appropriate action.

We further reserve a right to audit your Application to ensure it does not violate our terms and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your Application complies with our terms and policies within 10 business days of our request.

Reservation of Rights

With the exception of Applications developed during the course of a material breach of this Contract, in whole or in part, you retain your ownership rights in your Application and we own and will continue to own our APIs and Services, including all related intellectual property rights therein. All of our rights not expressly granted by the Contract are hereby retained.

If you send us any feedback or suggestions regarding our APIs and/or Services, you are granting us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you.

Non-disclosure and Confidentiality

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public business, product, technology and marketing information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that:

  • is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party;
  • was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
  • is received from a third party without breach of any obligation owed to the Disclosing Party; or
  • was independently developed by the Receiving Party.

The Receiving Party will take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract. Furthermore, The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Notwithstanding the foregoing, the Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law, so long as the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and provides reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Notices

Except as otherwise set forth herein, all notices under the Contract will be by email. Notices to us will be sent to contact@fedified.com, except for legal notices, such as notices of termination, which must be sent to legal@fedified.com. Notices will be deemed to have been duly given the day after they are sent.

Export Controls & Sanctions

Your Application may be subject to United States’ and other jurisdictions’ export control and sanctions laws and regulations. You agree to comply strictly with all such export control and sanctions laws and regulations that apply to your distribution or use of our APIs and Services.

Consumer Law

Our APIs are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these API Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement or repair of the APIs.

Limitation of Liability

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED US$100.

IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this "Limitation of Liability" section allocate the risks under the Contract between the parties, and the parties have relied on these limitations in determining whether to enter into the Contract.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE APIS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

Your Indemnification of Us

You will defend us from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your violation of the Contract or your violation of your user agreement or privacy policy (a "Claim Against Us"), and will indemnify us for all reasonable attorney’s fees incurred and damages and other costs finally awarded against us in connection with or as a result of, and for amounts paid by us under a settlement you approve of in connection with, a Claim Against Us. We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting your defense and settlement of such matter. This section states your sole liability with respect to, and our exclusive remedy against you for, any Claim Against Us. Notwithstanding the foregoing,

  • we will always be free to choose our own counsel; and
  • no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld), if:
    • the third party asserting the claim is a government agency,
    • the settlement arguably involves the making of admissions,
    • the settlement does not include a full release of liability, or
    • the settlement includes terms other than a full release of liability and the payment of money.

Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Notwithstanding the foregoing, we may leverage our employees, those of our corporate affiliates and third party contractors in exercising our rights and performing our obligations under this Contract; we will be responsible for compliance with our representatives' obligations under this Contract.

Relationship of the Parties

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Waiver and Severability

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Force Majeure

Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, pandemics, insurrections, war, terrorism, and governmental action.

Termination

You may terminate the Contract by discontinuing use of our APIs, and sending us a termination notice in writing. We may terminate the Contract with or without cause, and without notice to you. Upon termination of the Contract, all rights and licenses granted to you will terminate immediately. You understand that any APIs that are not made generally available but that are otherwise made available to you are the confidential information of Distal Labs LLC. Upon termination of the Contract, you will promptly destroy copies of any documentation and any other Distal Labs LLC information in your possession or control that was received under the terms of the Contract.

Entire Agreement

The Contract, including these API Terms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these API Terms and any other documents or pages referenced therein, the following order of precedence will apply: (A) the API Terms, (B) Developer Policy, (C) Acceptable Use Policy, and (D) any other documents or pages referenced in the Contract.

Representation and Warrant

You represent and warrant that you have validly entered into the Contract and have the legal authority, capacity, and standing to do so.

Survival

All elements of this document, except the section titled "Access to Our APIs", will survive any termination or expiration of the Contract.