Register for the Loki JavaScript API to location-enable your website.
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Effective as of January, 2009 By using the Loki API (the "Service"), you, either individually or as the representative of a business, organization or entity, ("You") accept and agree to be bound by these terms and conditions (the "Terms of Use"). 1. General. a. Description of Service. The API consists of Javascript that allows You to query an instance of Loki operating on an end-users Wi-Fi enabled device and retrieve that user's physical location, subject to the limitations and conditions described below. The API is limited to allowing You to use that location to display location-based content or to enable location-based features only, and does not provide You with the ability to access the underlying data used or generated by Skyhook, any services provided by Skyhook in connection with its location service, or any other Skyhook service. Subject to the limitations and conditions described below, You may use the API to display an end user's location on your website in conjunction with other information You provide to end users. b. Activation Key. In order to obtain the API, You must have an alphanumeric key assigned to You by Skyhook that is uniquely associated with You and the URL of your service (such URL is Your 'Site'). This key will be issued and displayed to You upon completion of the enrollment request and agreement to these Terms of Use. Your service must implement this key as described in the API documentation, and Skyhook will block requests with an invalid key or invalid URL. c. Modifications. Skyhook reserves the right to release subsequent versions of the API and to require You to obtain and use the most recent version. Skyhook may modify the Terms of Use at any time with or without notice, and You can review the most current version of the Terms of Use online at any time at http://www.skyhookwireless.com. If a modification is unacceptable to You, You may cancel the Service by removing the Javascript from Your Site. If You continue to use the Service on any Site, You will be deemed to have accepted the modifications. d. Appropriate and Prohibited Uses. You agree that You are responsible for your own conduct and content while using the Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable policies or guidelines. By way of example, and not as a limitation, You agree that when using the Service, You will not: * defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; * conduct load, performance, scalability, concurrent usage and/or any other testing of the Skyhook system; * restrict or inhibit any other user from using and enjoying Skyhook services; * use Skyhook services for any illegal or unauthorized purpose; * remove any copyright, trademark or other proprietary rights notices contained in or on Skyhook services; * interfere with or disrupt Skyhook services or servers or networks connected to Skyhook services, or disobey any requirements, procedures, policies or regulations of networks connected to Skyhook services; * use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Skyhook services (to include any data used, retained or generated by the Service) * collect information about users for any unauthorized purpose; * disclose, publish or otherwise make public an end-users current or past physical location; * retain, compile, record, aggregate or otherwise monitor an end-users physical location; * promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or * transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature. e. Advertising. The Service does not currently include and/or enable Skyhook enabled advertising but Skyhook reserves the right to include location-based advertising and provided it to You through the Service. Skyhook will provide You with ninety (90) days notice prior to the commencement of advertising. Such notice may be provided on relevant Skyhook websites, including but not limited to the www.skyhookwireless.com and the www.loki.com (or such successor URLs that Skyhook may designate from time to time). During that 90 day period, you may terminate your use of the Service, or provide notice of your refusal to accept advertising in accordance with Skyhook's policies and procedures for providing such notice (which Skyhook may make available from time to time in its sole discretion). f. Fees. The Service is currently provided at no charge to You but Skyhook reserves the right to monitor the implementation, use, usage patterns and associated services the API supports on your Site and may, in its sole discretion, require the payment of fees. Skyhook will notify You, through the contact information you provide, with thirty (30) days notice prior to the date such fees shall be imposed. During that 30 day period You shall have the right to terminate your use of the Service without incurring any fees. g. Location Requests. There is a limit of 10,000 location requests per day per Loki API key. If you exceed this 24-hour limit, the Loki API may stop returning responses to an end-user's location request. If you exceed this 24-hour limit on more than 3 occasions, the Loki API may be permanently suspended and/or you will be required to pay Fees as described in paragraph 1.f. h. Rejection of Application. Skyhook shall have the right, in its sole discretion, to reject any request to use the Service at any time and for any reason, and such rejection shall render null and void the Terms of Use between You and Skyhook. Skyhook shall not be liable to You for damages of any sort resulting from its decision to reject such a request. i. Attribution. You agree that you will use Skyhook's then current 'Powered by Loki' marker/branded icon at the point in the end-user experience in which the end-user initiates a location request, the location result is presented or other such point as reasonably required by Skyhook. Any such use must be approved by Skyhook in advance. 2. Proprietary Rights. a. Skyhook Rights. For purposes of the Terms of Use, "Intellectual Property Rights" shall mean any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between You and Skyhook, You acknowledge that Skyhook owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Service and that You shall not acquire any right, title, or interest in or to the Service, except as expressly set forth in the Terms of Use. b. Trademark, Brand and Logo. For purposes of the Terms of Use, "Logo" shall be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive Logos of each party, respectively, as secured by such party from time to time. Skyhook hereby grants to You a nontransferable, serviceableness's, nonexclusive license during the Term to display Skyhook's Logo for the purpose of promoting or advertising that You use the Service in accordance with this Section 2.b. You hereby grant to Skyhook a nontransferable, nonexclusive license during the Term to use Your Logo to advertise that You are using the Service. In using Skyhook Logo, you may not: * use Skyhook Logo to disparage Skyhook, its products or services; * display a Skyhook in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Skyhook; * display a Skyhook on a site that violates any law or regulation; or * remove, distort or alter any element of a Skyhook (this includes squeezing, stretching, inverting, discoloring, etc.). You understand and agree that Skyhook has the sole discretion to determine whether your use of the Skyhook Logo is in accordance with the above restrictions. Except as set forth in this Section 2.b., nothing in the Terms of Use shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party's Logo. All use by You of Skyhook's Logo (including any goodwill associated therewith) shall inure to the benefit of Skyhook. At no time during or after the Term shall You challenge or assist others to challenge the Logo of Skyhook (except to the extent such restriction is prohibited by law) or the registration thereof by Skyhook, nor shall You attempt to register any Logo (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Skyhook. c. No Reverse Engineering: You shall not modify, copy, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive the underlying software, source code or data associated with the Service except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Any attempt to do so is a violation of the rights of Skyhook and may subject You to prosecution and damages. You shall not remove, obscure, or alter Skyhook's copyright notices, trademark notices, or other proprietary rights notices affixed to or contained within the Service. d. No Compilation of Data; Limited use of Data: You shall use the data collected and generated by the Service (the 'Data') for the sole-purpose of generating real-time location coordinates only and for no other purposes. You shall not compile, aggregate, store, retain, collect or amass the Data. You accepts and recognizes that the Data may only be used in conjunction with the Service for the sole purpose of identifying location as set forth in these Terms. You recognizes that the Data represents the intellectual property of Skyhook and is subject to civil and criminal protections, including those under US and international copyright laws, a violation of which may subject You to prosecution and damages. e. Prohibition on Transfer: You shall not sell, assign, rent, distribute, export, import or otherwise grant rights to third parties with regard to the Service and/or Data. 3. WARRANTY DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE AND DATA IS AT YOU'S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SERVICE AND DATA ARE PROVIDED 'AS IS' WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SKYHOOK HAS NOT AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE CONDITION, PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE AND/OR DATA. FURTHER, SKYHOOK DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR DATA WILL ALWAYS BE AVAILABLE, ACCESSIBLE, SECURE OR ACCURATE. SKYHOOK MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SKYHOOK OR THROUGH OR FROM SKYHOOK SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. 4. LIABILITY LIMITATION. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT NOT PROHIBITED BY LAW, SKYHOOK SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SKYHOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. 5. Privacy Policy. Skyhook's collection and use of personal information is governed by Skyhook's Privacy Policy, available at www.skyhookwireless.com. You understand and agree that Skyhook may access, preserve, and disclose Your personal information and the contents of Your Site if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of Skyhook, its affiliates or the public. Personal information collected by Skyhook may be stored and processed in the United States or any other country in which Skyhook or its agents maintain facilities. By using the Service, You consent to any such transfer of information outside of your country. You agree that you will implement and maintain a Privacy Policy substantially similar to the Skyhook Privacy Policy that is posted on www.skyhookwireless.com. 6. Indemnification. You agree to hold harmless and indemnify Skyhook, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of the Service, violation of these Terms of Use or any other actions connected with use of Skyhook 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 such a case, Skyhook will provide You with written notice of such claim, suit or action. 7. Confidentiality. In connection with the parties performing pursuant to these Terms, You acknowledge that the Service and Data are and contain information proprietary to Skyhook ('Confidential Information'). You agrees not to disclose any such Confidential Information except to Your employees, consultants and advisor's who are legally bound to maintain the confidentiality of the Service and Data and such related information. These restrictions will not apply to any information that (a) is publicly known at the time of its disclosure; (b) is lawfully received from a third party not obligated to maintain it in confidence; (c) is published or otherwise made known to the public by Skyhook; (d) You generated independently before receiving it, as evidenced by Your records; or (e) is required to be disclosed under any law, governmental rule or regulation or a valid court order. You acknowledges that any breach or violation of this Section will cause irreparable harm to Skyhook and that damages are not an adequate remedy. You therefore agrees that Skyhook shall be entitled to seek and obtain a court order enjoining, prohibiting and restraining You from the continuance of any such violation, in addition to any monetary damages which might occur by reason of a violation of this Section or any other remedies at law or in equity, including without limitation specific performance, and that in any such action, You will not raise as a defense the argument that an adequate remedy for such breach exists at law. The posting of a bond shall not be required for any injunction to be issued in accord with this Section. 8. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Skyhook services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. 9. Waiver Of Breach. A breach of any provision of these Terms may only be waived in writing and the waiver of such breach shall not operate or be construed as a waiver of any subsequent breach. 10. Term and Termination. a. Term. The term of the Terms of Use shall commence on the date upon which agree to the Terms of Use and shall continue in force thereafter, unless terminated as provided herein. b. Termination. Skyhook may change, suspend or discontinue all or any aspect of the Service, including their availability, at any time, and may suspend or terminate Your use of the Service at any time. This includes, without limitation, the right to set, at Skyhook's own discretion and at any time, a maximum number of end-user location transactions you may access through the Service without Skyhook's prior written consent. In addition, either party may terminate the Terms of Use at any time, for any reason, or for no reason including, but not limited to, if You engage in any action that reflects poorly on Skyhook or otherwise disparages or devalues the Skyhook Logo or Skyhook's reputation or goodwill. If You desire to terminate the Terms of Use, You must remove the Service from Your Site. c. Effect of Termination. Upon the termination of the Terms of Use for any reason (i) all license rights granted herein shall terminate and (ii) You shall immediately delete any and all maps images and Skyhook Logo. d. Survival. In the event of any termination or expiration of the Terms of Use for any reason, Sections 2.a., 2.c., 2.d., 4, 6, 7, 9, 10.c., 10.d., 11 and 12 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Terms of Use in accordance with its terms. e. Remedies. You acknowledge that Your breach of service/license restrictions contained herein may cause irreparable harm to Skyhook, the extent of which would be difficult to ascertain. Accordingly, You agree that, in addition to any other remedies to which Skyhook may be legally entitled, Skyhook shall have the right to seek immediate injunctive relief in the event of a breach of such sections by You or any of Your officers, employees, consultants or other agents. f. Third Party Beneficiaries. Nothing in the Terms of Use should be construed to confer any rights to third party beneficiaries. 11. Severability. If any provision of these Terms should, for any reason, be held invalid or unenforceable in any respect, the remainder of these Terms shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable. 12. Assignment & Transfer. Skyhook may freely assign and/or transfer these Terms in connection with a sale of its business as a whole or substantially all of the assets of its business. You shall not otherwise assign or transfer these Terms without the express prior written consent of Skyhook, such consent not to be unreasonably withheld.
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