Last Updated: April 2022
IMPORTANT – READ CAREFULLY:
We may update these Terms from time to time. Your continued access to and use of any APIs constitutes your acceptance of the then-current Terms. If you do not agree with any modifications to these Terms, your only recourse is to discontinue your use of any APIs.
- (a) Application means any software application, product, service, or website that you develop, own or operate to interact with any API.
- (b) GoTo Brands means the name and related marks of any of the Services for which APIs are made available by GoTo through its websites or properties, as such Services are further described in GoTo’s Branding Guidelines
- (c) Confidential Information may include, but is not limited to, nonpublic information regarding the APIs or GoTo applications, products, services, data, ideas, inventions, features, software, techniques, technology, trade secrets, and business and financial information, or any other information relating to GoTo that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by GoTo, by its nature would be generally deemed to be confidential information, or that is not generally known or readily ascertainable to the public.
- (d) Registration Data means limited information about you collected by GoTo during the online registration process.
- (e) Services means the GoTo software-as-a-service offerings and audio services (which may be offered by the appropriate GoTo affiliate(s) responsible for the rates and terms relating to the respective audio services), as described in the Service Descriptions
- Online Registration. In order to access or use an API, you must: (i) complete the applicable online registration process; (ii) electronically accept these Terms; and (iii) complete the registration for the Application utilizing the API you wish to access. You must separately register each Application you intend to develop. All registration requests can be submitted at https://developer.goto.com/signup. GoTo may reject your Application registration in its sole discretion. In the event your Application registration is rejected by GoTo, you may submit a new Application registration.
- (b) Account Password/Security. You are responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account. You agree to notify GoTo immediately of any unauthorized use of your account or any other breach of security. GoTo is not liable for any loss that you may incur as a result of a third party using your password or account, either with or without your knowledge.
- Licenses and Restrictions.
- (a) API License. Subject to these Terms, GoTo grants you a limited, revocable, non‑exclusive non-subslicensable, non-transferable license to access the APIs: (i) to develop, test, and support your Application; and (ii) to enable end users of your Application to connect to and communicate with the applicable Services. You are not permitted to access or use the APIs beyond the scope of the description provided in the Application registration that has been accepted by GoTo.
- (b) Integration Marketing. GoTo may allow you to list your Application, logo(s), and nature of the integration offered on one or more of its online portals or marketplace properties. To the extent you utilize such functionality, you are fully responsible for the accuracy and completeness of such information, and GoTo will have no liability for it.
- (c) Brand License and Trademarks. Subject to these Terms, each party grants the other a limited, revocable, non‑exclusive, non-sublicensable, non‑transferable license to display the applicable GoTo Brands or your name and logo(s), as applicable, solely as necessary to: (i) show compatibility with the Service; or (ii) enable end users of your Application to connect to and communicate with the applicable Services in furtherance of the license granted in Section 3.a. Any use of GoTo Brands or logos must be subject to the Co-Branding Guidelines found here. Neither party is permitted to use, register, or attempt to register any trademarks or domain names that are derived from or are confusingly similar to those of the other party.
- (d) Restrictions. By using any APIs, you agree not to: (i) modify, prepare derivative works of, or reverse engineer, our APIs, Services, or technology; (ii) use our APIs or Services in a way that abuses or disrupts our networks, security systems, user accounts, or the Services, as determined by GoTo; (iii) access or use the APIs for fraudulent or illegal purposes, or for any purpose that may be harmful to GoTo or its Services; (iv) market, sell, or resell the APIs or the Services to any third party; (v) use the Services in violation of our policies, applicable laws, or regulations; (vi) use the APIs in any application, product, or service that competes with any application, product, or Service offered by GoTo, or to otherwise divert GoTo customers or potential customers from the Services; (vii) harvest, collect, divert, or gather customer, user, or end-user data of either GoTo or the service/offering to which this API is connected without lawful basis and written consent from GoTo; (viii) transmit through the APIs or Services any material that may infringe the intellectual property or other rights of third parties, or (ix) remove any proprietary rights notices on any APIs, the GoTo Brands, and any other materials you receive in connection with your use of the APIs; (x) make any representations with respect to GoTo, the Services, or these Terms; (xi) display the GoTo Brands in a manner that could reasonably imply an endorsement, relationship, or affiliation with or sponsorship between you or a third party and GoTo; and/or (xii) access or use the APIs in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage, as determined by GoTo.
- (e) Security and Privacy-by-Design. You agree to implement appropriate, industry standard, secure coding, privacy-by-design, and other appropriate recognized security methodologies when designing your Application in a manner intended to protect any information accessible, processed, hosted, or transferred from either GoTo Services or any third-party service/product to which this API connects. GoTo reserves the right to test, validate, and/or inquire about your API use consistent with the requirements herein.
- Proprietary Rights and GoTo Marks. You acknowledge that we or our licensors retain all proprietary right, title, and interest in the APIs, the Services, and the GoTo Brands, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the GoTo Marks or is similar to any of these.
- Termination. GoTo reserves the right, in its sole discretion, and at any time, to change, suspend, or discontinue any API or suspend or terminate your rights to access or use the APIs or display the GoTo Brands. You may stop use of the APIs and terminate these Terms at any time by closing your account and ceasing all access and use of the APIs. Upon termination of these Terms, you will immediately discontinue all access and use of the APIs and cease to display the GoTo Brands. Neither party shall be liable for any damages resulting from a termination of these Terms in accordance with this Section; provided, however, the termination of these Terms shall not affect any claim arising prior to such termination. Sections 4 through 12 shall survive termination.
- Independent Development. You understand and acknowledge that GoTo may from time to time independently create applications, products, or services that are similar to or competitive with your applications, products, or services, and nothing in these Terms will be construed as restricting or preventing GoTo from doing so, and that such activity will create no obligation to you.
- Confidentiality. Unless expressly authorized in writing by GoTo, you shall not disclose to any third party any Confidential Information of GoTo or use such Confidential Information in any manner other than to perform your obligations under these Terms. The foregoing restrictions do not apply to any information that: (i) is publicly disclosed through no fault of your own; (ii) is already lawfully in your possession and not subject to a confidentiality obligation to GoTo; (iii) becomes known to you from a third party having an apparent bona fide right to disclose the information; or (iv) is Confidential Information that you are obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided you supply GoTo with timely notice of such court order or subpoena. Furthermore, you will keep in confidence all passwords and/or other access information related to the APIs.
- Warranties. You hereby warrant to GoTo that you have all necessary authority to enter into and perform your obligations under these Terms without the consent of any third party or breach of any contract or agreement with any third party, and that the use by others of your applications, products, or services shall not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary rights) or any applicable law or regulation. You hereby acknowledge and agree that the APIs are provided by GoTo on an “AS IS” and “AS AVAILABLE” basis. GOTO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GOTO MAKES NO WARRANTY THAT ANY OF THE APIs WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE APIs WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; NOR DOES GOTO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APIs OR THAT ANY DEFECTS IN THE APIs WILL BE CORRECTED. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GOTO OR THROUGH THE APIs SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- Limitation on Liability. IN NO EVENT SHALL GOTO BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS, WHETHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; OR (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT GOTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GOTO’s LIABILITY HEREUNDER IS LIMITED TO $50.00.
- Indemnification. You agree to defend, indemnify, and hold harmless GoTo and its affiliates, and their respective directors, officers, agents, employees, consultants, and partners, from and against any third party claim arising from or in any way related to your use of the APIs, any violation of these Terms by you, or any other actions related to your use of the APIs, including any liability or expense arising from claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.
- Choice of Law and Location for Resolving Disputes. These Terms are governed by laws of the State of Delaware, without reference to its choice of law rules. Exclusive jurisdiction over and venue of any dispute arising out of or relating to these Terms will be in the appropriate state or federal courts of Delaware.
- Additional Terms.
- (a) Relationship of the Parties. You and GoTo are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
- (b) Assignment. You may not assign your rights or delegate your duties under these Terms either in whole or in part, by operation of law or otherwise and any such attempted assignment or delegation shall be void.
- (c) Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under these Terms due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
- (d) Notice GoTo may provide you with notice via email, regular mail, and/or postings on the GoTo website.
- (e) High-Risk Use. You hereby acknowledge that the APIs and the Services are not designed or intended for access and/or use in or during high-risk activities including, but not limited to: medical procedures; online control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. GoTo hereby expressly disclaims any express or implied warranty of fitness for such purposes.
- (f) Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the APIs under these Terms.
- (g) No Waiver. The failure of either party in any one or more instance(s) to insist upon strict performance of any of the terms of these Terms will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
- (h) No Third Party Beneficiaries. No person or entity not a party to these Terms will be deemed to be a third party beneficiary of these Terms or any provision hereof.
- (i) Entire Agreement. These Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of these Terms shall be valid or binding on either party unless agreed to in writing by both parties. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from these Terms and the other provisions shall remain in full force and effect and the parties agree to comply with the remaining terms in a manner consistent with the original intent of these Terms. In the event of any conflict between the content of this document and the documents incorporated by reference, this document shall control with respect to your use of the APIs.
- (j) Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to GoTo, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which GoTo may be legally entitled, GoTo shall have the right to immediately seek injunctive relief in the event of a breach of these Terms by you or by any of your officers, employees, consultants or other agents.