Commission Junction API Terms of Use

Welcome to Commission Junction's application programming interface(s) (the "CJ APIs"). The CJ APIs are made available to Commission Junction LLC (“CJ”) Publishers and Advertisers for the purpose of accessing links, transaction reporting, and other account based information. By using the CJ APIs, you agree to these terms of use (the "API Terms of Use"), and the CJ Website Terms of Use Agreement (the "TOU") located at www.cj.com/legal/terms, or any other link updated by CJ. If you disagree with any of the terms herein or the TOU, CJ does not grant you a license to use the CJ APIs. In the event of any inconsistency between these API Terms of Use, the TOU, and any documents incorporated by reference, for the CJ APIs purposes, these API Terms of Use control.

CJ reserves the right to update and change, from time-to-time, these API Terms of Use and all documents incorporated by reference. You can locate the most recent version of these API Terms of Use at www.cj.com/legal/ws-terms, or any other API Terms of Use link updated by CJ. CJ may change these API Terms of Use by posting a new version without notice to you, and your continued use of the CJ APIs after such change constitutes your acceptance of such changes.

Licenses.

If you are approved by CJ for use of the CJ APIs, and subject to these API Terms of Use, you may access the CJ APIs, which are owned by CJ and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These API Terms of Use define legal use of the CJ APIs, all updates, revisions, substitutions, and any copies of the CJ APIs made by or for you. All rights not expressly granted to you herein are reserved by CJ.

Uses and Restrictions.

Subject to the restrictions set forth in these API Terms of Use, you may use the CJ APIs and any updates provided by CJ (in its sole discretion). Your license to the CJ APIs under these API Terms of Use continues until terminated by either party. You may terminate the license by discontinuing use of the CJ APIs, and CJ may terminate the license at any time for any or no reason with or without notice. These API Terms of Use terminate automatically if (i) you violate any term of these API Terms of Use, (ii) CJ publicly posts a written notice of termination on CJ's Web site, (iii) CJ sends a written notice of termination to you, and/or (iv) CJ ceases to provide you with access to the CJ APIs.

Unless otherwise specified, use and redistribution of all computer code made available by CJ is permitted in source and binary forms, with or without modification, subject to the Open Source Institute licenses, as determined by CJ. The following conditions must be met:

-Redistributions in source code form must contain the copyright notice "Copyright © Commission Junction LLC 2014, All Rights Reserved" or CJ's most recent copyright notice, the conditions hereunder, and the below disclaimer;

-Redistributions in binary form must reproduce the above copyright notice, this list of conditions, and the below disclaimer in the documentation and/or other materials provided with the distribution; and

-Neither the name of Commission Junction (or any variation thereof) nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission from CJ.

You shall use the instructions provided in the CJ APIs to place the CJ Web Services developer key ("Developer Key") into any application or service you develop that incorporates or makes any use of the CJ APIs. You may only create a single Developer Key per application or service and such Developer Key must accompany all web services requests coming from that application or service. You can sign up for a Developer Key at: https://api.cj.com/sign_up.cj, or any other link updated by CJ. In order to sign up for a Developer Key you must have a CJ Advertiser or Publisher account already established. You shall not create any script or other automated tool that attempts to create multiple Developer Keys.

Except to the extent that the following restrictions are expressly prohibited by applicable law, you shall not nor will you assist or enable others to:

-Attempt to cloak or conceal the identity of any related service, product, or material when requesting authorization to use CJ APIs and/or when using CJ APIs; - Perform an action with the intent of introducing to the CJ APIs, products and/or services any viruses, worms, defects, Trojan horses, spyware, adware or other malicious programs or code of a destructive nature;

-Reproduce, modify, distribute, decompile, disassemble, reverse engineer or extract the source code from any portion of the CJ APIs or any data provided by CJ;- Disclose any materials or communications that are clearly confidential or marked confidential to any third party without CJ’s prior written consent;

-Use the CJ APIs in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, rights of personality, any third party rights, or is, in any manner, inconsistent with the CJ TOU and/or these API Terms of Use;

-Use the CJ APIs in a manner that uses an unreasonable amount of bandwidth, impacts the stability of CJ servers or related technology, or adversely impacts the behavior of other applications using the CJ APIs;

-Sell, lease, or sublicense the CJ APIs or access thereto or derive income from the use or provision of the CJ APIs, whether for direct commercial or monetary gain or otherwise, without CJ's prior, express, written permission;

-Use the CJ APIs in a product or service that competes with products or services offered by CJ;

-Create APIs that functions substantially the same as the CJ APIs and offer it for use by third parties; or

-Use the CJ APIs to harm, defame, abuse, harass, stalk or threaten others.

DISCLAIMER TO BE INCLUDED WITH CJ COMPUTER CODE: THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Ownership and Relationship of Parties.

The CJ APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the United States and other countries. CJ's rights apply to the CJ APIs and all output and executables of the CJ APIs, excluding any software components developed by you, which do not themselves incorporate the CJ APIs, or any output or executables of the CJ APIs. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these API Terms of Use and in the TOU. CJ owns all rights, title, and interest in and to the CJ APIs. These API Terms of Use grant you no right, title, or interest in any intellectual property owned or licensed by CJ, including, but not limited to, the CJ APIs and CJ trademarks.

Support.

CJ may elect to provide you with support or modifications for the CJ APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. CJ may change, suspend, or discontinue any aspect of the CJ APIs at any time, including the availability of CJ APIs all together. CJ may also impose limits on certain features and services or restrict your access to parts or all of the CJ APIs or the CJ Website without notice or liability.

Fees and Payments.

CJ reserves the right to charge fees for future use of or access to the CJ APIs in CJ's sole discretion, and any such charges will be disclosed to you prior to CJ exercising such right.

Indemnification.

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify CJ and its associated companies, subsidiaries, affiliates, officers, agents, licensors, 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 CJ APIs, 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. CJ shall use good faith efforts to provide you with written notice of such claim, suit or action.

Disclaimer of Any Warranty.

SOME OF THE CJ APIS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. CJ DOES NOT REPRESENT OR WARRANT THAT ANY CJ APIS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.

THE CJ APIS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AND CJ EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT A PARTY'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.

Limitation of Liability.

CJ SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE CJ APIS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL CJ BE LIABLE TO YOU FOR ANY AMOUNTS.

IF YOU DO NOT AGREE WITH ANY PART OF THESE API TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST CJ WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CJ APIS AND CJ DATA.

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 THE DISCLAIMER OF ANY WARRANTY SECTION AND LIMITATION OF LIABILITY SECTION ABOVE MAY NOT APPLY TO YOU.

General.

Relationship of the Parties. For all purposes of the API Terms of Use, you and CJ shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of CJ, express or implied, and you shall not attempt to bind CJ to any contract.

Invalidity of Specific Terms. If any provision of the API Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such document remain in full force and effect.

Location of Lawsuit and Choice of Law. The API Terms of Use and the relationship between you and CJ shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to principles of conflicts of law thereof. Further, the parties expressly consent to the exclusive jurisdiction and venue in the United States District Court for the Northern District of Texas, Dallas Division, or the District Courts of Dallas County, Texas, and all applicable appellate courts. Accordingly, any action or proceeding brought by either party which is based on, or derives from, this Agreement will be brought in such courts.

Force Majeure. CJ shall not be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond its reasonable control, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

Severability/Waiver. If any provision of the API Terms of Use is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of the API Terms of Use shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the parties' stated intentions. The waiver of any breach of any provision by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

Entire Agreement, Assignment and Amendment. The API Terms of Use contain the entire understanding and agreement of the parties in regards to your use of the CJ APIs. You may not assign API Terms of Use without the prior express written permission of CJ. API Terms of Use may only be altered, amended or modified with the prior express written permission of CJ. CJ may alter, amend, modify and/or update the API Terms of Use or TOU, at any time, in its sole discretion, without notice to you. You agree that your continued use of the CJ APIs after any changes have been published shall constitute your acceptance of such revised Terms of Use.

Notices. Except as provided elsewhere herein, all notices relating to the API Terms of Use shall be sent to CJ, in writing by overnight mail or facsimile, at Commission Junction LLC, Attn: Legal Affairs, 30699 Russell Ranch Road, Suite 250, Westlake Village, CA 91362, (805) 730-8007.

Binding Effect; Drafter. The API Terms of Use shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Each Party agrees that it has had the opportunity to review the API Terms of Use with an attorney and neither Party shall be considered the drafter.

Survival. The rights and obligations of the parties under the Blog Terms of Use that by their nature and context are intended to survive the termination or expiration of the Blog Terms of Use shall survive.

Third Party Disputes. In the event of a third party claim against either CJ’s intellectual property or right to offer any good or service, or if, in CJ’s opinion, such a claim is likely, CJ shall have the right, in its sole discretion, to: (a) secure the right to continue using the intellectual property, good, or service; (b) replace or modify the intellectual property, good, or service to make it non-infringing; or (c) terminate the Terms of Use immediately, in whole or in part, if it is unable to secure, replace, or modify the intellectual property, good, or service as set forth in subsections (a) and (b) herein.

Headings. The section headings and subheadings contained in the API Terms of Use are included for convenience only, and shall not limit or otherwise affect the terms of the API Terms of Use.

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Confidential and Proprietary Information

Posted on June 23, 2020