Sportsman's Warehouse - CDN/API Terms & Conditions

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The terms applicable to your use of the Sportsman's Warehouse API's (defined below) are set forth in this agreement, as well as our our Terms of Use www.sportsmanswarehouse.com/terms and our Privacy Policy www.sportsmanswarehouse.com/privacy (altogether, this “Agreement” or “Terms”), which forms a contract between Sportsman's Warehouse, Inc. (“Sportsman's Warehouse,” “us,” or “we”) and you, individually if you are agreeing to it in your own capacity, or you, a legal entity for which an account was set up under which this Agreement was accessed (in each case “you” or “your”).

By using Sportsman's Warehouse API's you are accepting these Terms, you are actively consenting to these Terms on behalf of yourself and/or your employer. If you access the API without clicking through, by using the API you are agreeing to these Terms. By using Sportsman's Warehouse API's you acknowledge: (a) that you have read and understood this Agreement; and (b) that this Agreement has the same force and effect as an agreement signed with original signatures.

You warrant that you have full authority to accept and perform this Agreement.

1. What the Agreement Covers

This Agreement applies to the API's hosted by Sportsman's Warehouse and accessible by you through the Internet subject and pursuant to the terms of this Agreement, as well as all Distributable Code, Documentation, Example Code and any other components relating to your use thereof (as further defined below, the “API”). It also applies to any Updates for the API, unless other terms accompany those items. If so, those terms apply.

2. Definitions

The following capitalized terms shall have the meanings set forth next to them when used in this Agreement.

“API” means our application programming interface and/ or user interface for image and video recognition and/ or search, our models built from machine learning technologies and any associated documentation and Suggestions. Our API tags or classifies images and videos using its own unique knowledge graph built by our team of data scientists and researchers. The API enables a user to quickly recognize what is contained in an image or video and to also interact with the image or video. The API includes, without limitation, a set of methods for performing various computer vision tasks, including but not limited to image and video classification, as well as the following components:

“Distributable Code” which is the core binary code that you are permitted to distribute AS IS, without any configuration or modification, solely in your Applications;

“Documentation” which is the tutorial graphics, and electronic and print documentation explaining the “how to” of developing your Application so it is compatible with the API;

“Example Code” which is the source code examples of how to develop your Application and headers and interfaces to the Distributable Code that can be used to enable the Applications to be compatible with the API; and any and all other components included on or accessed through the Sportsman's Warehouse Developer Portal and all updates to any of the foregoing.

“Application” means the software program(s) which (i) is designed, developed, and tested by you to be compatible with the API, (ii) may contain Distributable Code and derivative code based on examples and APIs provided by us through the Example Code, (iii) is branded under your own trademark and brand, and (iv) complies with the terms and conditions of this Agreement, including the Application Requirements. Application includes all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs or mobile apps.

“Application Requirements” means the requirements specified by Sportsman's Warehouse from time to time, including without limitation the terms set forth in Section 3(c), from time to time.

“Services” means any service to be performed by one of our employees or partners in connection with your Use of the API.

“Term” means the period for which this Agreement is enforceable and starts on the date you accept it or first use the API, whichever is sooner, until terminated by either you or Sportsman's Warehouse.

“Use” means: (i) for the API, to embed such API in your Applications in order to evaluate Sportsman's Warehouse’s technology accessed and used through the API; (ii) for the Distributable Code, to copy such code, and include and distribute such copies solely in Applications; provided that, during the Evaluation Period, such distribution is solely internal for your evaluation of the API only. For clarity, Distributable Code may not be modified; (iii) for the Example Code, to copy, modify, and distribute the Example Code and modifications thereof solely in Applications; and/or (iv) for the Documentation, to copy the Documentation solely as necessary for your Use of the rest of the API as permitted herein.

3. License Grant & Restrictions on Use

A. License Grant

The API is licensed not sold to you. Subject to the terms and conditions of this Agreement, Sportsman's Warehouse hereby grants you a nonexclusive, nontransferable, terminable, revocable, non-sublicensable and limited license to Use the API, without modification, during the Term, solely for the purpose of developing Applications. Any use not specified in this Agreement is expressly prohibited. Note that the Distributable Code may be binary watermarked through the use of an API key to track use. You agree that we or our designee may use such keys to ensure your compliance with this Agreement. At all times during your Use of the API, you hereby agree to maintain an internet connection through which Sportsman's Warehouse can monitor your use of the APIs contained in the API for compliance herewith.

B. Restrictions on Use

All rights not granted in this Agreement are reserved to Sportsman's Warehouse. Without limiting the generality of the foregoing, you shall not, and you shall not cause or permit anyone to:

C. Application Requirements

All Applications must comply with the following criteria and requirements, as may be modified by Sportsman's Warehouse from time to time:

D. Confidential Information

The API and any other information and materials provided by Sportsman's Warehouse or its licensors to you under this Agreement, as well as any information relating to the API, including without limitation any errors or bugs discovered in the API, all Suggestions, the terms and conditions of this Agreement, your relationship with Sportsman's Warehouse, and all issues and information regarding the operation of the API, are the confidential and proprietary information (“Confidential Information”) of Sportsman's Warehouse and its licensors. You shall and, if applicable, you shall ensure that your personnel shall: (i) protect and safeguard the confidentiality of all such Confidential Information in strict confidence with at least the same degree of care as you would protect your own sensitive information, but in no event with less than a reasonable degree of care; (ii) not use Sportsman's Warehouse’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Use or otherwise in any manner to Sportsman's Warehouse’s detriment; (iii) not disclose, make available or permit others to make available, any Confidential Information to any person or entity, except to your personnel who (A) need to know the Confidential Information to assist you, or act on your behalf, in relation to the Use, (B) are informed in writing by you of the confidential nature of the Confidential Information, and (C) are subject to written confidentiality duties or obligations to you that are no less restrictive than the terms and conditions of this Agreement; (iv) immediately notify Sportsman's Warehouse of any unauthorized use or disclosure of Confidential Information or other breaches of this Agreement by you or your personnel of which you have knowledge; (v) fully cooperate with Sportsman's Warehouse in any effort undertaken by Sportsman's Warehouse to enforce its rights related to any such unauthorized use or disclosure; (vi) be responsible for any breach of this Agreement caused by any of your personnel; and (vii) not file a patent application or provoke interference with any patent application which Sportsman's Warehouse has filed or will file or amend any claim in any pending patent application to expand the claim to read on, cover or dominate any invention (whether or not patentable) disclosed or suggested in Confidential Information. Without limiting in any way the foregoing, you may also be subject to other confidentiality obligations set forth in a written confidentiality or nondisclosure agreement between you and Sportsman's Warehouse. Except as required by applicable federal, state or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that: (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement or act or omission by you or any of your representatives; (b) at the time of disclosure is, or thereafter becomes, available to you on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information to you by any legal, fiduciary, or contractual obligation; (c) was known by you or in your possession, as established by documentary evidence, prior to being disclosed by or on behalf of Sportsman's Warehouse pursuant to this Agreement without breach of any obligation; or (d) was or is independently developed by you, as established by documentary evidence, without reference to or use of, in whole or in part, any of Sportsman's Warehouse’s Confidential Information.

E. Compliance with Law

You shall not, nor shall you permit third parties to, access or cause to be accessed the API in any country prohibited by the United States Export Administration Act and the regulations thereunder or otherwise use the API, in whole or in part, in violation of Applicable Laws or for any unlawful purpose. Further, you shall indemnify and hold Sportsman's Warehouse and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of any claim that the API, or any portion thereof, was exported or otherwise shipped, transported, accessed, or used by or through you in violation of Applicable Laws or used for unlawful purposes.

F. Third Party Software

Certain third party software may be included with the API and is subject to additional terms and conditions imposed by Sportsman's Warehouse’s third party licensor(s), and this Agreement in no way supplements or detracts from any term or conditions of such third party license agreements, which may impose additional limitation on your use of the API. You hereby agree to any such terms and conditions, which are incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein upon distribution of Updates. You are responsible for regularly reviewing the third party terms and conditions to determine the status of, and for complying with, all third party software license terms and conditions.

4. Developer Credentials

You agree that you are solely responsible for maintaining the confidentiality of any developer credentials (such as username and passwords) that may be issued to you by Sportsman's Warehouse or which you may choose yourself and that you will be solely responsible for all Applications that are developed under your developer credentials.

5. Software Defect Reporting

If you find software defects in the API or its components, you agree to report them to webdevelopers@sportsmanswarehouse.com. Sportsman's Warehouse will evaluate and, at its sole discretion, may address them in a future Update. Sportsman's Warehouse shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate any material, information, ideas, concepts, know-how, techniques, code, models feedback or other communication you transmit to us by any means (“Suggestions”). Sportsman's Warehouse shall have no obligations with respect to Suggestions. Sportsman's Warehouse and Sportsman's Warehouse’s designees will be free to copy, disclose, distribute, incorporate and otherwise use Suggestions and all data, images, sounds, text, and other things embodied therein for any and all commercial and noncommercial purposes.