API License Agreement
API License Agreement
LAST MODIFIED: DEC 17TH, 2020
Thank you for your interest in the Local Logic APIs. The Local Logic APIs is a collection of services that allow you to include a location-based scoring system in your web pages or applications.
Please read this API license agreement (the “Agreement”) carefully before downloading, installing or using the Local Logic APIs (the “API(s)” or “Service”) or any accompanying documentation. This Agreement establishes the terms and conditions under which Entreprise Nexmoov Inc. and Local Logic (collectively “Local Logic”) will permit You to use the APIs as part of your software application, and to access and use the service in conjunction with your software application. As used herein individually Local Logic or You are a “Party”, and collectively Local Logic and You are “Parties” under this Agreement.
By clicking on the “I agree” button below or by installing or using the APIs You represent, acknowledge and agree that You have read and understand this Agreement and unconditionally agree to be bound by all of its terms. If You do not accept all of the terms of this Agreement, Local Logic is unwilling to license to You the APIs and You should not click the “I accept” button or install or use any part of the APIs. If You agree to these terms on behalf of a business, You represent and warrant that You have authority to bind that business and all of its users to this Agreement, and Your agreement to these terms will be treated as the agreement of the business. In that event, “You” and “Your” refer herein to that business.
1. LICENSE
Subject to the terms and conditions of this Agreement, Local Logic grants to You, during the term of this Agreement, the non-transferable, non-sublicensable, nonexclusive, revocable right to use and display the data provided by the APIs on the website linked to the URL provided when you signed up. To use the API for other website(s) or application(s), You need to have an explicit consent from Local Logic.
and to reproduce and display the Local Logic name and logo solely in connection with such display (the “Licence”).
Your access and use of the APIs may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the APIs or other actions that Local Logic, in its sole discretion, may elect to take, or reasons not foreseeable by You or beyond Your control.
Local Logic can modify the APIs with or without any prior notice to You. Such modifications may require You to make changes to Your services, which will be assumed at Your own cost.
2. Features and functionalities
For informational purposes only, the APIs provide, without limitation, features and functionalities including:
Point of interest: A location in a city that is open to the general public, such as, but not limited to, a business establishment, institutional building, monument, or park,…
Locations Scores: Scores, on a 0-to-5 scale, rating the quality of various aspects of the location of a Street Segment. These aspects, broadly, include practicality of different transportation modes, access or proximity to different points of interest, and Character. Local Logic provides Locations Scores in both numerical, images in the form of badges (ratings acting as star systems) and text formats. “Street Segment” means a length of road between two adjacent intersections; the unit of analysis. “Character” means the feeling or ambiance of an urban or suburban location (based on such things as characteristics of the built environment, different kinds of land uses, and demographics).
Measures: The quantitative characteristics that make up Local Logic’s Locations Scores. Local Logic provides measures in both numerical and text formats.
Map tiles: Images showing the value of different Locations Scores, via different colours, across a geographic area, to be overlaid on a map.
Map products: Any digital map that displays any combination of Local Logic products, including, but not limited to, Locations Scores, measures, and map tiles.
Search filters: Algorithms that take as inputs a list of locations and a list of location criteria, being either Locations Scores or measures, and then determine which of the locations best matches the location criteria. The output locations may or may not be sorted by how well they match the location criteria.
Data dump: Local Logic’s Locations Scores and measures, in a static bulk format, such as a Microsoft Excel file.
3. Acceptable Use
You are only entitled to access the APIs for lawful purposes and it is Your responsibility to ensure that the use of the APIs complies with all applicable laws, including without limitation, competition and privacy laws.
You are responsible for all content You incorporate with the APIs and all of the results derived the use or non-use of APIs by You.
You may not interfere with other users’ use of the APIs, including, without limitation, taking any action that imposes a disproportionate burden on the APIs infrastructure or that negatively affects the availability of the APIs to others.
You represent and warrant that You will not:
Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the API or any portion of the API or Local Logic data, without Local Logic’s express written consent, which may be withheld in Local Logic’s sole discretion.
Use or attempt to use any engine, software, tool, agent, or other device or mechanism to navigate or search the API, other than the search engines and search agents available through the APIs and other than generally available third-party web browsers.
Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of APIs.
Attempt to decipher, decompile, disassemble, reverse-engineer or otherwise investigate any of the software comprising or in any way making up a part of APIs.
Attempt to circumvent or hack any security requirement or process in the use of the APIs, or attempt to access any part of the APIs (or any of their related systems, networks, servers or other equipment) for which You are not authorized to access, or attempt to disrupt in any manner the operation of the APIs, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to APIs, or manipulate identifiers in order to disguise the origin of any content transmitted on the APIs, or the source of any content.
License, sublicense, rent or lease the APIs to third parties, or otherwise make the APIs available to third parties or otherwise commercially exploit the APIs other than as expressly contemplated by this Agreement.
Use or display the APIs in any way that enables derivation of any information or statistics that is proprietary and confidential to Local Logic, such as site-wide statistics of Local Logic’s website(s) and APIs.
Attempt to exceed any limits on access to Local Logic’s data put in place by Local Logic, for example, by using multiple API keys to exceed the maximum allowable queries per day.
Reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of Local Logic data, Local Logic Locations Scores, Local Logic Locations Scores definitions, text provided by Local Logic or any other APIs.
Provide a means to execute any “bulk download” operations; cache or otherwise store any Local Logic content including but not limited to Local Logic data, Local Logic Locations Scores, Local Logic Locations Scores definitions, text provided by Local Logic or any other data provided through Local Logic APIs.
Modify any Local Logic content, without Local Logic’s prior written consent.
4. Fees
Local Logic may charge Your credit card on an ongoing basis in advance of providing services or as needed for prepayments for Your subscription fee, as well as any applicable sales taxes and any other charges You may incur in connection with Your use of APIs.
The subscription fee is billed in full on the first day of each billing period, unless and until You cancel Your subscription.
Local Logic is not responsible for any bank fees, interest charges, finance charges, over draft charges, or other fees resulting from charges billed by Local Logic. Currency exchange settlements will be based on agreements between You and the provider of Your credit card. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.
5. Registration
In order to access or utilize APIs, You must first request a valid Local Logic API Key (the “Key”). All queries sent to Local Logic requesting data must reference Your valid Key. The License is personal to You, and any affiliates must seek and obtain their own License and Key. You agree that You are responsible for all activities that occur on Your account or through the use of Your Key by yourself or by other persons. If You believe that a third party obtained or guessed Your Key, You shall contact Local Logic immediately by email at alex@locallogic.co> (Mr. Alexandre Pagé).
6. Confidential Information
For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, all data, payment conditions (fees, charges, etc.), prior negotiations to this Agreement, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), creative works, schematics and other technical, business, financial and product development plans, forecasts, strategies and information shared between the Parties under this Agreement. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to You under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by Local Logic.
Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party; (iii) is independently developed by the receiving party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; and (v) the receiving party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.
During the term of this Agreement and for a period of seven (7) years thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement. Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further permitted uses of such information; and (b) who are informed of the nondisclosure/ non-use obligations imposed by this section. Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations.
7. Intellectual Property Rights
The APIs are the sole and exclusive property of Local Logic. The contents of the APIs, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software and other material are protected under the copyright, trade-mark, patent and other laws of Canada, the United States and other countries, or are provided as trade secrets and protected as such. The contents of the APIs belong or are licensed to Local Logic or its software or content suppliers. You may download or print a copy of information provided on or by APIs for internal use only. Any distribution, reprint or electronic reproduction of any content from APIs in whole or in part for any other purpose is expressly prohibited without Local Logic’s prior written consent, which may be withheld in Local Logic’s sole discretion.
8. Third Party Sites & Content
The APIs may permit You to link to other websites or resources on the Internet, and other websites or resources may contain links to our website. These other websites are not under Local Logic’s control, and You acknowledge that Local Logic is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Local Logic or any association with its operators. You further acknowledge and agree that Local Logic shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
9. Termination
Local Logic reserves the right, in its sole discretion and upon two (2) weeks prior written notice to You, to change, suspend or discontinue APIs and/or suspend or terminate Your rights under this Agreement to access, use and/or display (as applicable) APIs. The two (2) weeks prior written notice is not applicable if You are in breach of this Agreement. Any termination of this Agreement shall also immediately terminate the licenses granted to You hereunder. Upon any termination of this Agreement, You shall promptly delete and remove all calls to the APIs from all web pages, scripts, widgets, applications, and other software in Your possession or under Your control.
10. Representations and Warranties
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH LOCAL LOGIC OR PROVIDED THROUGH THE APIs ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. LOCAL LOGIC MAKES NO REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OF THE APIs, OR WHICH IS DERIVED FROM OR BY THE USE OF THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CONTENT AVAILABLE THROUGH THE APIs IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. THE SUPPORTED THIRD-PARTY CONTENT PROVIDED IS PROVIDED “AS IS”, WITH NO OF FUTURE COVERAGE, OR OF COVERAGE OF ADDITIONAL THIRD-PARTY CONTENT.
LOCAL LOGIC IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICES, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE.
YOU AGREE TO USE THE APIs WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF YOUR DATA, HARDWARE, SOFTWARE.
11. Limitations
LOCAL LOGIC SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, OR FOR ANY DAMAGE, LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OR ACCESS TO THE APIs OR THIS AGREEMENT, EVEN IF LOCAL LOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LOCAL LOGIC’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED, IN AGGREGATE, AND TO THE FULLEST EXTENT POSSIBLE UNDER LAW, FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED BY LOCAL LOGIC FOR THE SERVICE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM ARISES.
12. Indemnification
You shall defend, fully indemnify and hold harmless Local Logic and its officers, directors, agents, owners, shareholders and employees, from and against all claims, actions, proceedings, costs, damages and expenses, including but not limited to reasonable attorney’s fees, in whole or in part arising out of or attributable to any breach of this Agreement by You or to any use by You of the APIs.
13. Modifications
This Agreement may be modified with the prior written consent of You and Local Logic.
14. Governing Law
If there is any dispute between You and Local Logic, You agree that the dispute shall be governed by and construed in accordance with the laws of the Province of Québec, Canada, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts of the province of Québec in respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, APIs, or Service howsoever arising, provided always that Local Logic may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.
15. Irreparable Harm
You further agree that irreparable harm will be suffered by Local Logic in the event of Your breaching or threatened breach of any of its obligations under this Agreement, and that Local Logic will be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, a provisional, interlocutory or permanent injunction restraining You from engaging in or continuing any such breach hereof. Any claims asserted by You against Local Logic shall not constitute a defense in any injunction action, application or motion brought against You by Local Logic.
16. Miscellaneous
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Local Logic does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Local Logic has the benefit of under any applicable law), this will not be taken to be a formal waiver of Local Logic’s rights and that those rights or remedies will still be available to Local Logic.
All covenants, agreements, representations and warranties made in this Agreement shall survive Your acceptance of this Agreement and the termination of this Agreement.
This Agreement represents the entire understanding and agreement between You and Local Logic regarding the subject matter of the same, and supersedes and replaces all other previous agreements, including, without limitation all previously posted agreements.
CONTACT
If you have any concern, question or complaint regarding this Agreement, please contact COMPANY at:
GABRIEL DAMANT-SIROIS
5605 Avenue de Gaspé
Suite 304
Montreal, QC H2T 2A4