These terms ("API Terms") govern your access to and use of the Spin application programming interface (“Spin API”) and any data and information made available to you through this API (collectively, “Spin Data”). By accessing or using the Spin API or Spin Data, you are agreeing to these API Terms, which are a binding legal agreement between you or the entity you represent ("you") and Blue Jay Transit, Inc. dba Spin ("we", "us", or "Spin").
Please read these API Terms carefully as they may have changed. Your access and use of the Spin API is governed by the API Terms effective at the time of such access or use; however, we may amend these API Terms from time to time in our sole discretion. Amendments will be effective upon posting and shall supersede any previous versions of these API Terms. Your continued access to and use of the Spin API or Spin Data constitutes your agreement to the changes.
If you have a separate, written agreement with Spin governing your use or access to the Spin API or Spin Data (“Additional Agreement”), to the extent that a conflict exists between these API Terms and any Additional Agreement, the terms of that Additional Agreement shall control.
We hereby grant to you a limited, non-exclusive, non-sublicensable, non-assignable, revocable license to access and use the Spin API and Spin Data solely for your internal, business purposes or in your product or service when providing information about Spin vehicles and in accordance with these API Terms.
Spin retains all worldwide right, title and interest in and to the Spin API and Spin Data, including, without limitation, all intellectual property rights therein. Any rights not expressly granted to you in these API Terms are withheld.
If you provide any comments, ideas, or suggested changes/improvements to the Spin API, including without limitation, new features or functionality relating thereto, (“Feedback”), you hereby authorize Spin to freely use such Feedback without any restriction or obligation to you. You hereby assign to us all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback without any requirements of attribution, compensation, or other requirements.
You must not, nor may you attempt to (or permit or enable any third party to):
a. sell, license, distribute, import, modify, appropriate, reproduce, reformat or reframe, create derivative works or adaptations of, or in any way exploit or make available the Spin API in whole or in part;
b. remove, obscure, or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Spin API;
c. decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Spin API;
d. display the Spin Data in any manner that may be deemed to constitute personal data under applicable law;
e. attempt to associate the Spin Data with any individual or any person’s personal information;
f. use the API Products to create or augment any dataset or database;g. data mine or create bulk feeds of the Data;
h. interfere or attempt to interfere with the proper working of the Spin API, including, without limitation, by exceeding rate and/or bandwidth limits or storage;
i. use the Spin API to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature or use the Spin API in a manner that adversely impacts the stability of Spin's servers;
j. use the Spin API in violation of applicable law or to violate the security of any computer network;
Your use of the Spin API does not create or imply any endorsement, affiliation, sponsorship, or approval by Spin.
At all times that you (and those acting on your behalf) have access to the Spin API, you (and those acting on your behalf) must maintain reasonable administrative, technical and physical controls designed to ensure the privacy, security, and confidentiality of the Spin Data and to protect such Spin Data against loss, misuse, and unauthorized access, disclosure, alteration, and/or destruction. These controls will meet or exceed relevant industry standards and limit the collection, storage, disclosure, use of, and/or access to Spin Data solely to your personnel and for purposes authorized by these API Terms. These controls will be appropriate to your role, operations, and exposure to Spin Data under these API Terms. You must ensure that only individuals who have a need to know such Spin Data have such access and that any party who receives such Spin Data from you is subject to these controls or otherwise provides equivalent or greater protections for the security and privacy of the Spin Data. At any time upon Spin's request, you must cooperate with Spin's reasonable efforts to assess the adequacy of these controls and the controls of anyone acting on your behalf (including, without limitation, third parties with which you contract).
Without limiting the foregoing, you must comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to you ("Privacy Laws") and must use or otherwise access Spin Data only for purposes that are consistent with the consent obtained from the individual to whom the Spin Data relates. You must immediately notify Spin, consult and cooperate with investigations, assist with any required notices, and provide any information reasonably requested by Spin if you know of or suspect any breach of security or potential vulnerability related to the Spin Data and will promptly remedy such breach or potential vulnerability resulting from your access to the Spin Data.
You must not directly or indirectly transfer any Spin Data to any ad network, data broker, or other advertising or monetization-related service. Additionally, you must not display, distribute, or otherwise make available (directly or indirectly) Spin Data to any public sector entity (or any entities providing services to such entities) for surveillance purposes, including, without limitation, investigational, tracking, monitoring, intelligence, targeting, segmenting, profiling, or other surveillance-related purposes.
SPIN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE SPIN API AND SPIN DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPIN MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SPIN API OR SPIN DATA OR THAT THE SPIN API OR SPIN DATA WILL BE ERROR-FREE, UNINTERRUPTED, AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACKNOWLEDGE THAT YOU ACCESS AND USE THE API PRODUCTS AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPIN, ITS EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE API TERMS OR YOUR ACCESS AND/OR USE OF THE SPIN API OR THE SPIN DATA ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE) REGARDLESS OF WHETHER SPIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SPIN’S AGGREGATE LIABILITY UNDER THESE API TERMS EXCEED ONE HUNDRED DOLLARS ($100).
These API Terms (together with any Additional Agreement) constitute the sole and entire agreement between you and Spin with respect to the Spin API and Spin Data and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Spin API and Spin Data. You may not modify or amend these API Terms except through a signed, written agreement with Spin. If you fail to comply with these API Terms or if Spin has reason to believe that you have tried to circumvent the limitations contained herein, Spin may temporarily suspend or permanently block your access to the Spin API without notice. In addition, Spin may terminate these API Terms at any time for any or no reason by providing written notice to you.
If any provision of these API Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the API Terms will continue in full force and effect. The API Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Spin's prior written consent but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these API Terms and be void.
All sections, except for Section 1, of these API Terms will survive any termination of the API Terms. If any provision of these API Terms is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. The failure of Spin to enforce, at any time or for any period of time, the provisions hereof, or the failure of Spin to exercise any right herein, shall not be construed as a waiver of such provision or right and shall in no way affect Spin’s right to enforce such provisions or exercise such right.
These API Terms will be construed and governed according to the internal substantive and procedural laws of the State of California excluding choice of law principles. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions or disputes arising out of or related to these API Terms. Notwithstanding the foregoing, with respect to matters involving intellectual property and/or injunctive relief, either party may seek relief in any court of competent jurisdiction.
