DOCSTOC API TERMS OF SERVICE

This document sets forth the terms on which Docstoc, Inc (“Docstoc”) makes the Docstoc APIs available for use by approved licensees on other approved Web sites and applications. The Docstoc APIs consist of web sites, services and software applications that allow for the authorized download and distribution of digital content over the internet.

By CLICKING “I AGREE” OR downloading, implementing, or otherwise using the application programming interfaces for the Docstoc Platform (the “Docstoc APIs”), you acknowledge that you have read, understand and agree to be bound by these Docstoc APIs Terms of Use (the “API Terms”), including any future modifications.

RECITALS


You have an application or service (Application) and wish to enhance it by licensing certain functionality from us; and

We wish to license such functionality to you for use with your Application through the corresponding APIs (APIs).

ELIGIBILITY


You hereby represent and warrant that you have all authority necessary to bind yourself to these API Terms.

IF YOU ARE USING THE DOCSTOC APIs ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE API TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE API TERMS, AND (IV) AGREE TO THESE API TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.

AGREEMENT


1. Licensed Uses and Restrictions.

1.1. License Grant. Subject to the terms and condition of these API Terms, you are hereby granted a limited, nonexclusive, non-sublicensable, freely revocable license to use Docstoc APIs solely for the purpose of creating compatibility between the Docstoc Platform and your application. All rights not expressly granted to you herein are reserved by Docstoc.

You acknowledge and agree that Docstoc may use any technological means to enforce these API Terms and may, at any time, change the specifications of or restrict or limit access to the API, in Docstoc’s sole discretion. You hereby grant Docstoc the right to test, crawl or otherwise monitor your application for the purpose of ensuring compliance with these API terms.

1.2. Terms of Service. You agree that your use of the APIs is subject to our Terms of Service ("TOS"). Your use of the Docstoc APIs and the Docstoc Platform is subject at all times to these API Terms and the Terms of Service. For information on how Docstoc collects, uses and discloses your personal information, please see our Privacy Policy.

1.3. Representations and Warranties. You hereby represent and warrant that:

a. You will not obtain access to the Docstoc Platform without authorization.

b. You will at all times comply with these API Terms as well as the Docstoc Terms of Service, Privacy Policy, DMCA Guidelines, and all other terms governing your use of the Docstoc API and Platform.

c. In connection with your use of the Docstoc API and Platform, you will comply with all applicable local, state, national, and international laws and regulation, including, without limitation, copyright and other laws protecting proprietary rights (including the DMCA) and all applicable export laws and regulations and country-specific economic sanctions implemented by the U.S. Office of Foreign Assets Control.

d. You shall implement and observe standards of privacy and confidentiality for the collection, use, and sharing of any data related to any user of the Docstoc Platform that are at least as stringent and user-favorable as the Docstoc Privacy Policy.

e. You shall make best efforts to prevent the use of you Application for the purpose of facilitating the access, storage, distribution or other exploitation of copyrighted or proprietary content without the authorization of the content owner. You will not encourage or endorse users to post or upload material that infringes the copyright, proprietary or other rights if any third parties. If you become aware of such use, you promptly notify Docstoc.

d. If Your Application involves payment or account information, you will comply with all the rules and regulations of any applicable payment network or association.

1.4 Restrictions. You also agree not to:

a. Use our name to endorse or promote any product, including a product derived from the APIs, without our specific prior written permission;

b. Use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement or the TOS;

c. Remove any legal, copyright, trademark or other proprietary rights notices contained in or on our services;

e. Use the Docstoc APIs for the purposes of developing a product that will be owned by a third party, that would compete with Docstoc’s products and services, or that replicates or attempts to replace the essential user experience of the Docstoc Platform

f. Copy, distribute, reproduce, sell, use or allow access to the Docstoc APIs except as expressly permitted under these API Terms.

g. Modify, translate, adapt, prepare derivative works, or reverse engineer the Docstoc APIs except as explicitly permitted under these API Terms or under Applicable Law

h. Use an unreasonable amount of bandwidth, storage, or processing power, or use Docstoc SPIs in a manner that adversely impacts the stability of the Docstoc Platform, as determined by Docstoc at its sole discretion.

i. Infringe, violate or misappropriate any third party’s intellectual property rights or other proprietary rights either through your own conduct or conduct of your users (i) which you are aware or reasonably should be aware; (ii) do not take reasonable steps to prevent.

j. Cache or store passwords of the Docstoc users using your application

k. Use the Doctoc APIs for the purpose of collecting personally identifiable information of any end user without such end user’s permission.

l. Use Docstoc platform to engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or advertising industry guidelines or for any application that constitutes, promotes or is used in connection with spyware, adware or other malicious programs or code.

2. Ownership and Relationship of Parties.

2.1. Ownership. We own all rights, title, and interest in and to the APIs. The Docstoc APIs are protected by U.S. copyright laws and International treaty provisions. This Agreement grants you no right, title, or interest in any intellectual property owned or licensed by us, including (but not limited to) the APIs and our trademarks. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this Agreement and in the TOS. In addition, User Content (images and documents uploaded to Doctoc Platform by user) is owned by the users of the Docstoc Platform or other third parties, and not by Docstoc. Nothing is these API Terms grants you any right, titly, or interest to such User Content.

2.2 Attribution You shall place the following notice within Your Application: “This product uses the Docstoc API but is not endorsed or certified by Docstoc.” You shall not use the Docstoc logo or marks without express written permission from Docstoc. You shall take all actions necessary to preserve and protect the reputation and good name of Docstoc.

2.3. Marketing. We may publicly refer to you, orally or in writing, as an API licensee of Docstoc and we may publish your name and/or logo on our website or promotional materials, with prior written consent. You and we shall each provide and support promotional and publicity activities of the other, including (i) press releases; (ii) Website promotion; and (iii) case studies. Any description of the relationship between you and Docstoc must be agreed in writing by us prior to any public release.

3. Support.

We may provide you with support or modifications for the APIs in our sole discretion. We may terminate the provision of such support or modifications to you at any time without notice or liability to you.

4. Fees; Taxes

Docstoc reserves the right to charge a fee for using the APIs and/or any individual features thereof at any time at our sole discretion. You do not have an obligation to continue using the APIs or Platform should we exercise this right. You are responsible for paying any governmental taxes imposed on your use of the Docstoc APIs or Platform, including, but not limited to, sales, use, or value-added taxes. To the extent Docstoc is obligated to collect such taxes, the applicable tax will be added to any fees Docstoc may charge.

5. Term and Termination

Your license to the Docstoc APIs under this Agreement continues until terminated by You or Docstoc. You may terminate the license by discontinuing use of the Docstoc APIs. Docstoc may terminate the license to the Docstoc APIs without liability at any time for any reason, with or without notice. Additionally, your rights to use the Docstoc APIs will terminate immediately if you violate any of the terms and conditions herein. Upon termination of the license granted herein, you will discontinue any and all use of the Docstoc APIs.

6. Third Party Content

You acknowledge that Docstoc does not manage or control the User Content that you or other users of the Docstoc Platform access store or distribute though the Docstoc APIs, and Docstoc accepts no responsibility or liability for that information regardless of whether such User Content is transmitted to or by you in breach of these API Terms. Docstoc makes no warranty with respect to such User Content you may access, store or distribute through the Docstoc APIs. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Docstoc with respect to User Content that you choose to access, store or distribute through the Docstoc APIs.

7. Confidentiality

If either Party (“Receiving Party”) under this Agreement gains access to certain confidential information of the other Party ("Disclosing Party") concerning the Disclosing Party's prices, business, plans, technology, products, and other non-public information of the Disclosing Party (collectively, “Confidential Information”), then the terms of this Section 6 will apply. Confidential Information includes all information in tangible or intangible form that is marked or designated as confidential by the Disclosing Party or that, under the circumstances of its disclosure, should be considered confidential. The Disclosing Party owns all right, title and interest, including all intellectual property rights in Disclosing Party's Confidential Information. Each Party agrees that it will not use in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or as required to implement, this Agreement, nor disclose to any third party (except as required by law or to such Party’s attorneys, accountants and other advisors as reasonably necessary), any Confidential Information of the Disclosing Party. Each Party will take reasonable precautions to protect the confidentiality of the Confidential Information of the Disclosing Party that are at least as stringent as it takes to protect its own Confidential Information. Information will not be deemed Confidential Information under this Agreement if it is (a) known to the Receiving Party prior to its receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) to have become publicly known, except through a breach of this Agreement by the Receiving Party; or (c) to have been entirely independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.

8. Limited Warranty and Disclaimer.

We represent and warrant that we possess all the rights necessary to enter into this Agreement and to license the APIs to you without violating the rights of any third party.

DOCSTOC MAKES NO WARRANTY OF ANY KIND, AND DOCSTOC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATED TO OR IN CONNECTION WITH THE API AND/OR DATA, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE API AND DATA ARE PROVIDED TO YOU ON AN “AS IS” AND “WHERE IS” BASIS. DOCSTOC DOES NOT WARRANT THAT THE API AND/OR DATA, AS APPLICABLE, (1) WILL SATISFY YOUR REQUIREMENTS, (2) WILL BE UNINTERRUPTED, (3) ARE WITHOUT DEFECT OR ERROR, OR (4) THAT OPERATION THEREOF WILL PROVIDE ANY PARTICULAR LEVEL OF FUNCTIONALITY OR PERFORMANCE. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE API AND DATA. DOCSTOC ASSUMES NO RESPONSIBILITY FOR THE PROPER INSTALLATION AND USE OF THE API, AND DOCSTOC MAKES NO REPRESENTATIONS ABOUT ANY DATA ACCESSED THROUGH THE API.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE

9. Limitation of Liability.

IN NO EVENT WILL DOCSTOC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE API OR DATA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST DATA OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND WHETHER OR NOT [CLIENT/SUBSCRIBING ORGANIZATION] WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGE AND REGARDLESS OF WHETHER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

10. Exclusions and Limitations.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 8 AND 9 MAY NOT APPLY TO YOU.

11. Hold Harmless and Indemnity

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Docstoc and our affiliates, officers, agents, licensor, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to Your use of the APIs or violation of this Agreement, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

12. General Terms.

12.1. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. You and Docstoc irrevocably agree to submit to the personal jurisdiction of, and to bring any claim, action or proceeding in, the federal court in the Southern District of California or in state court in Los Angeles County, California.

12.2 Dispute Resolution. If a dispute arises between you and Docstoc, our goal is to provide a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Docstoc agree that we will resolve any claim or controversy at law or equity that arises out of these API Terms or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. Docstoc will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

a. Choice of Law; Forum. See 12.1

b. Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c. Improperly Filed Claims. All claims you bring against Docstoc must be resolved in accordance with this Section 12.2 (Dispute Resolution). All claims filed or brought contrary to this Section 12.2 (Dispute Resolution) shall be considered improperly filed. Should you file a claim contrary to this Section 12.2 (Dispute Resolution), Docstoc may recover attorneys' fees and costs up to $1000, provided that Docstoc has notified You in writing of the improperly filed claim, and You have failed to promptly withdraw the claim.

12.3. Notice. Docstoc may provide you with notices, including those regarding changes to Docstoc's terms and conditions, by email, regular mail or postings on the Docstoc Platform. Notice will be deemed given twenty-four hours after email is sent, unless Docstoc is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Docstoc Platform is deemed given 30 days following the initial posting.

12.4. Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party; provided however that Docstoc may assign this Agreement to a successor in interest in the event of a reorganization, merger, consolidation or sale of all or substantially all of Docstoc’s assets or stock. Any assignment in violation of this Section is null and void.

12.5. Miscellaneous. This Agreement constitutes the entire agreement between Docstoc and You with respect to the subject matter hereof. In the event of any inconsistency between this Agreement and any other document, this Agreement will control. Docstoc’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement may be amended by a written instrument signed by both Parties. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, void or unenforceable in any part, the court shall replace such illegal, void or unenforceable provision with a legal, valid and enforceable provision that most accurately reflects the parties’ intentions. The remaining provisions shall continue in full force and effect. In the event that this Agreement is translated into any other language, the English language version hereof will govern. The titles, headings and subheadings used throughout this Agreement are intended solely for convenience of reference and form no part of the terms of this Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same document. Nothing in this Agreement will be construed as creating a partnership or joint venture of any kind between the Parties and neither Party will have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose. The Parties may electronically sign this Agreement and any documents related thereto via facsimile. Neither Party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including, without limitation, acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, riots or wars, or viruses which did not result from the acts or omissions of such Party (“Force Majeure Event”). The time for any performance required hereunder will be extended by the delay incurred as a result of such Force Majeure Event.

If you would like to contact us regarding the Docstoc APIs or these API Terms, please email business inquiries to bizdev@docstoc.com and tech inquiries to support@docstoc.com.