Allmenus Content API Terms of Service 02.01.11

Allmenus.com Content API Terms of Service

This Allmenus.com Content API Terms of Service is a legal contract between you (“You”, “Your” or “Publisher”) and Allmenus.com Inc.  (“Allmenus.com”, “we”, “us” or “our”) and applies to your access and use of the Allmenus.com Content API (as defined below).  You must read, agree with and accept all of the terms and conditions contained in this Agreement. If you do not or cannot agree to the terms of this Agreement, you cannot use the Allmenus.com Content API.  We may amend this Agreement at any time by posting a revised version at developers.allmenus.com. The revised version will be effective at the time we post it, and by continuing to use the Allmenus.com Content API (or any portion thereof), you agree to be bound by the terms of this revised Agreement.

Description, Licenses, and Restrictions 

1.1        Description of Allmenus.com API; RSS and Other Feeds. The API consists of programmatic web APIs, JavaScript code and associated tools and documentation that allow you to create software application(s) or website(s) (your "Application") which will display certain Content as released from Allmenus.com from time to time, subject to the limitations and conditions described below.  "Content" includes, but is not limited to, restaurant listings, restaurant menus, menu links, online ordering links, and any other data or information that Allmenus.com may provide or otherwise make available from time to time. Because RSS and other feeds offered by Allmenus.com permit the sending and receipt of Content from Allmenus.com in a similar way to the API, you agree that all restrictions and limitations on use of the API contained in these Terms shall similarly apply to your use of any Allmenus.com RSS or other feed. For avoidance of doubt, nothing herein obligates Allmenus.com to make any API, Content or Menus available to you and you agree and acknowledge that any access to such items is within the sole and absolute discretion of Allmenus.com. 

1.2        Developer Accounts and Keys.  In order to obtain access to the API, you must create a developer account. You may be limited by the account creation process to one account per email address.  You will be issued one or more unique security keys, secrets, tokens, passwords and/or other credentials (collectively, "Keys") for accessing the API and managing your account.  You may only access your account with the Key issued to you by Allmenus.com.  Access may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Keys to any other party or use them with any Application other than that for which you initially applied for it. You are responsible for maintaining the secrecy and security of your Keys. You are fully responsible for all activities that occur using your Keys, regardless of whether such activities are undertaken by you or a third party. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account.  Failure to do so may jeopardize your continued access to the API.

 

1.3        API Modifications. Allmenus.com reserves the right to release subsequent versions of the API and to require you to obtain and use the most recent version.  The API is currently provided for free, and while we have no plans to charge Developers for access, we do reserve the right to charge for the API in the future.

 

1.4        Prohibited Commercial Uses.  The Allmenus.com API is made available without charge to developers in order to permit developers to create Applications that enhance the web experience of consumers in general, and Allmenus.com users in particular.  You agree that:

  • if you use the API for (or in connection with) Applications or to create Applications that: (a) offer or promote services competitive with Allmenus.com; or (b) (even if no fees are charged) contain targeted promotion of businesses competitive with Allmenus.com such as other services that provide restaurant menus, online food ordering Moreover, the Application must display and feature Allmenus.com and/or its services and Content in a manner that is at least as prominent as the competitive or other services.
  • the API may not be used to offer or promote services that are damaging to, disparaging of, or otherwise detrimental to Allmenus.com or its licensors, licensees, affiliates and partners.
    • the API may not be used for Applications that transfer, display or use Content from Allmenus.com without creating benefit for Allmenus.com’s end users.
    • it is Allmenus.com’s sole discretion in interpreting these restrictions and it is within Allmenus.com’s rights to immediately cease your use of the API for violating these Terms and/or to disable access by your Application to any or some of the API made available for violating these Terms and you agree and acknowledge that such actions by Allmenus.com may result in your Application no longer functioning.

1.5        Monitoring your Use of the Allmenus.com API. You agree to provide us with access to your Application and/or other materials related to your use of the API as reasonably requested by us to verify your compliance with these Terms. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by Allmenus.com.

 

1.6        Usage Limitations. Allmenus.com may limit the number of network calls that your Application may make via the API, and/or the maximum file size, and/or the maximum Content that may be accessed, or anything else about the API and the Content it accesses as Allmenus.com deems appropriate in its sole discretion. The usage limitations can be found in the Allmenus.com developer portal at http://developer.allmenus.com. Allmenus.com may change such usage limits at any time and without notice. In addition to its other rights under these Terms, Allmenus.com may utilize technical measures to prevent overusage and/or stop usage of the API by an Application after any usage limitations are exceeded.

 

1.7        Your Display of Content; Attribution and Goodwill.  You must clearly and conspicuously attribute the source of all Content as received from Allmenus.com in conformance to Allmenus.com’s than applicable Style Guide which may change from time to time.  You may not modify, obscure or otherwise disable the functioning of links to Allmenus.com or third-party applications or websites provided within Content.  Similarly, you may not omit, modify or obscure the text, images, artwork, logos, copyright or similar notices or other aspects of any Content that you receive from the API other than (a) with respect to graphic images, you may re-size such images while maintaining the same relative proportions of the image, and (b) with respect to Content received from the REST API (as defined in the API documentation provided by Allmenus.com), you may omit some of the Content offered (e.g., you may choose to display some of categories, Appetizers, Entrees, Beverages, etc., without displaying them all) so long as you do not alter the Content you choose to display.  If you display the Content in a way that Allmenus.com, or, where applicable, a third-party provider of such Content to Allmenus.com, finds unacceptable for any reason, including if your display violates these Terms or it disparages, damages, tarnishes or impairs the goodwill of the Content, its third party provider, if any, or its subjects or brands therein, Allmenus.com may require that you immediately change or cease your display of such Content or terminate this Agreement or your access to the API.  All Content provided by Allmenus.com remains the property of Allmenus.com, its licensees or its licensors, as applicable.

 

 

1.8        Appropriate Conduct and Usage Restrictions. You agree that you are responsible for your own conduct while using the API and for any consequences thereof. You agree to use the API only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable policies or guidelines provided by Allmenus.com from time to time. In addition to the restrictions contained in these Terms, you agree that when using the API, you will not do the following, attempt to do the following, or permit your end users or other third parties to do the following:

  • interfere with or disrupt Allmenus.com services or servers or networks connected to Allmenus.com services, or disobey any requirements, procedures, policies or regulations of networks connected to Allmenus.com services;
  • create (or allow to be created) any materials or other items that overlay or obscure the Content and you shall not add, change alter or remove in any manner any of the Content, nor shall you allow any third parties to do the same;
  • place, or allow a third party to place, the Content around, near or next to adult or inappropriate content nor shall your Application associate or be associated with any adult or inappropriate content.
  • store, or enable a third party to store, any Content.
  • restrict or inhibit any other user from using and enjoying Allmenus.com services;
  • use Allmenus.com services for any illegal or unauthorized purpose;
  • circumvent or modify any Keys or other security mechanism employed by Allmenus.com or the API, including without limitation any authentication technologies;
  • request, collect, solicit, or otherwise obtain access to sign-in names, passwords or other authentication credentials for Allmenus.com other than by directing users to Allmenus.com in the mechanism specifically provided by the Allmenus.com API;
  • impersonate any person or obtain access to the Allmenus.com services without authorization;
  • enable any other person to personally identify any user of your Application except with the user's express consent;
  • state or imply affiliation, sponsorship or endorsement of you or your Application by Allmenus.com, a third party Content provider or any restaurant in the Allmenus.com network, nor shall you state or imply that any of the Content is your own creation;
  • use the Content (including any third party trademarks or service marks therein) other than as it is provided by Allmenus.com, or edit, add to, delete from, remove hyperlinks to, or add hyperlinks to, or otherwise modify the Content (including any attributions contained therein) except as expressly permitted by Allmenus.com in these Terms;
  • download, scrape, post, or transmit, in any form or by any means, any part of the Allmenus.com services or Content other than Content which you post as part of your Application;
  • upload, post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
  • use the Content as part of any sweepstakes or similar promotion or event;
  • impersonate another person or entity, or falsify, modify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material (including Content);
  • use any robot, spider, site search/retrieval Application, or other device to retrieve or index any portion of Allmenus.com services or collect information about users for any unauthorized purpose;
  • provide content with, in or in connection with your Application that falsely expresses or implies that such content is sponsored or endorsed by Allmenus.com;
  • create user accounts by automated means or under false or fraudulent pretenses;
  • promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
  • defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • upload, post, email or transmit or otherwise make available with, in or in connection with your Application, any inappropriate, defamatory, infringing, obscene, or unlawful content;
  • upload, post, email or transmit or otherwise make available with, in or in connection with your Application, any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you (or the end user posting the content) are the owner of the content or have the permission of the owner to post such content;
  • charge any fees or require payment for use of or access to the Allmenus.com API or the Content nor may you charge any specific fees or require payment for any access to the Allmenus.com API or Content, including, without limitation, if such use or access is offered as part of a bundle of services being offered by you; or
  • transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

 

1.9        The Allmenus.com API is made available only for the creation of Applications available to end users in the United States and you may not create or develop an Application that would enable access to the Content outside of the United States.

 

1.10      Advertising by Allmenus.com. Allmenus.com reserves the right to include advertising or any other materials in any portion of the API.  Any such advertising shall be not modified, obscured or deleted in your Application and all advertising revenue shall inure to the benefit of Allmenus.com exclusively

 

1.11      Support. Allmenus.com has no obligation to provide you or your users with support, software upgrades, enhancements, or modifications to the API ("Support"). You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Application. Allmenus.com may redirect users and potential users of your Application to your email address on your account for purposes of answering general Application inquiries and support questions. If Allmenus.com elects at any time to provide Support, it shall be considered part of the Allmenus.com services for purposes of Section 7, and Allmenus.com may terminate the Support at any time without notice to you for any or no reason.

 

1.12      Affiliate Program. If you intend to participate in the Allmenus.com Affiliate Program via your Application, those Terms Of Use, available at http://developers.allmenus.com also apply and are incorporated by reference in these Terms. 

 

Directory 

 

2.1        Allmenus.com may maintain and/or publish on its Website or in other locations, a directory of developers using the API and/or the Applications resulting from developer use of the API ("Directory").  Whether or not you or your Application is included in the directory is within Allmenus.com’s sole discretion, provided, however that Allmenus.com will endeavor to respond to your written request for removal from such Directory of your Application if it has not been released to the public or otherwise made publicly available. 

 

2.2        Allmenus.com may maintain a submission process for such Directory, which may ask for additional information about your Application, including its computer code, which Allmenus.com may use solely for purposes of evaluating it for submission in the Directory.  If you have not submitted your Application and Allmenus.com requests you do, you will promptly submit your Application for review and, for such review, waive any fees or subscriptions usually associated with the Application.

 

2.3        You hereby grant Allmenus.com a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application for the purpose of promoting or advertising that you use the API, or for inclusion in the Directory.

 

2.4        By using the API you hereby grant Allmenus.com a right to host, link to, and otherwise incorporate your Application into the Allmenus.com services through a Directory or other means.

 

Proprietary Rights

 

3.1        Allmenus.com Property. As between you and Allmenus.com, Allmenus.com retains all right, title and interest, including without limitation all intellectual property rights, in and to, (i) the API and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivatives works and/or compilations thereof or relating to; (ii) the Content available through the API; (iii) the Allmenus.com Brands, as defined in these Terms, and (iv) any feedback (including suggestions comments, improvements, ideas, etc.), about the Allmenus.com services, the Content, the API, or any applications Allmenus.com may be developing as discussed in Section 3.7 ("Feedback") ((i), (ii), (iii) and (iv) collectively the "Allmenus.com Property").   You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Allmenus.com may reasonably request to effect, perfect or confirm Allmenus.com’s rights to the Allmenus.com Property.

 

3.2        License Grant. You shall not acquire any right, title, or interest in or to the Allmenus.com Property except as expressly set forth in these Terms. Subject to your compliance with the terms and conditions in these Terms, and solely for the duration of these Terms, Allmenus.com grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the API solely to develop, test, display, distribute and execute your Application; to access and display in your Application the Content provided by Allmenus.com; and to allow others to access your Application as permitted by Allmenus.com. You will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the Allmenus.com services, including, without limitation, the API, or any aspect or portion thereof, including without limitation, source code and algorithms.

 

3.3        Brand License. Subject to your compliance with the terms and conditions in these Terms, during the term of this agreement, and solely for the duration of these Terms, Allmenus.com grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands of Allmenus.com (cumulatively, the "Allmenus.com Brands") in accordance with these Terms and Allmenus.com’s Style Guide, as part of the Content; for attributing the Content as from Allmenus.com; and for the purpose of promoting or advertising that you use the API and in your resulting Application.  All use by you of the Allmenus.com Brands (including any goodwill associated therewith) shall inure to the benefit of Allmenus.com.

 

3.4        Brand Protection. At no time during or after the expiration or termination of this Agreement shall you challenge or assist others to challenge the Allmenus.com Brands (except to the extent such restriction is prohibited by law) or the registration or ownership thereof by Allmenus.com, nor shall you attempt to register any Allmenus.com Brands (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Allmenus.com.

 

3.5        In using the Allmenus.com Brands pursuant to Section 3.3, you may not do the following (and for purposes of this Section "use" shall include any use or display of a Allmenus.com Brand):

  • use a Allmenus.com Brand in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Allmenus.com, other than your use of the API;
  • use a Allmenus.com Brand in any manner that can be reasonably interpreted to suggest content has been authored by, or represents the views or opinions of Allmenus.com or Allmenus.com personnel;
  • use a Allmenus.com Brand to disparage Allmenus.com, its products or services, or any licensor or affiliate of Allmenus.com;
  • use a Allmenus.com Brand in a way that tarnishes, dilutes or otherwise impairs the Allmenus.com Brands;
  • use a Allmenus.com Brand to promote another service substantially similar in whole or in part to Allmenus.com, including service that offers restaurant menus or online food ordering.
  • use a Allmenus.com Brand, the API or Content on your site or Application if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;
  • use a Allmenus.com Brand as the largest or most prominent brand in your Application or as the most prominent element of your Application or as part of the name of your Application;
  • use a Allmenus.com Brand in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Allmenus.com;
  • use a Allmenus.com Brand on a site that violates any law or regulation; or
  • remove, obscure, distort or alter any element of a Allmenus.com Brand. 
  • it is Allmenus.com's sole discretion in interpreting these restrictions and it is within Allmenus.com's rights to immediately cease your use of the API for violating these Terms and/or to disable access by your Application to any or some of the API made available for violating these Terms and you agree and acknowledge that such actions by Allmenus.com may result in your Application no longer functioning.

3.6        Your Warranty, Ownership and License Grants.  You represent and warrant that: (a) your Application and its content is your original work or was legally obtained; and (b) our and our sublicensees' and affiliates' use of your Application and its content as permitted by the licenses granted by you in this Agreement (including either in Section 2.3 above or below in this Section) will not violate any third party's rights. Except to the extent your Application and its content contains Allmenus.com Property, Allmenus.com claims no ownership or control over your Application or the content sent, posted or displayed through your Application.  During the Term of this Agreement, you hereby grant to us a paid-up, royalty-free, nonexclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (i) use, reproduce, perform, display and distribute your Application and its content; (ii) link to and direct users to your Application and (iii) sublicense the foregoing rights to our affiliates or any third parties. Following the expiration or termination of this Agreement and upon written request from you, Allmenus.com shall make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from the Allmenus.com website and service. Allmenus.com shall have no other obligation to delete copies of, references to, or links to, your Application.

 

3.7        Allmenus.com Application Development. You understand and acknowledge that Allmenus.com may be independently creating applications, content and other products or services that may be similar to or competitive with your Application and its content, and nothing in this Agreement will be construed as restricting or preventing Allmenus.com from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any Feedback, you hereby assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.

Privacy and Legal Compliance

 

4.1        Allmenus.com's collection and use of personal information from its users and developers is governed by Dotmen’s Privacy Policy, available at http://www.allmenus.com/your-privacy-rights/ and incorporated by reference into these Terms, with the exception that Allmenus.com may reveal personal information about developers as noted in these Terms (e.g., for attribution purposes and handling inquiries from users or potential users). You understand and agree that Allmenus.com may access, preserve, and disclose your personal information and your developer account details and content 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 Allmenus.com, its affiliates or partners, its users, or the general public.

 

4.2        For information you obtain from users of your Application, you will, at all times, maintain a privacy policy at least as stringent and user-friendly as Allmenus.com's. You must clearly post a link to your privacy policy at the point such information is collected and you must seek a user's express consent at any time that you are collecting and/or will make available to third parties such user's personally identifiable information. At all times you must comply with your privacy policy in the collection, use and storage of such information.

 

4.3        You will not ask for, view, store, access or cache the sign-in name or passwords to Allmenus.com’s users accounts. However, you may ask for your users' email addresses (which may or may not be the same as such user's sign-in name) for communicating with your users about the Application.

 

 

Publicity

 

You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do truthfully and without implying that your Application is created or endorsed by Allmenus.com (or otherwise embellishing your relationship with Allmenus.com or by a third party Content provider or any person or character associated with any particular Restaurant.  For example, you may factually state that your Application is a "Allmenus.com application" or an application for use with Allmenus.com (so long as you are in full compliance with these Terms). However, you may not issue any formal press release via traditional or online media without Allmenus.com's prior written consent.  Allmenus.com reserves the right to issue publicity and promotional materials mentioning and/or describing your Application without your consent.

Indemnity

 

You agree to hold harmless and indemnify Allmenus.com, and its subsidiaries, affiliates and licensors, and their respective officers, agents, and employees, advertisers or partners, from and against any claim arising from or in any way related to your use of any Allmenus.com Property, violation of these Terms of Use, violation of applicable laws and regulations, including, without limitation, privacy laws, or any other actions or claims connected with or related to your Application and/or use of Allmenus.com 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 the case of a written claim, Allmenus.com will provide you with written notice of such claim, suit or action.

Disclaimer of Warranties

 

YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING DISCLAIMERS TO THE EXTENT PERMITTED BY APPLICABLE LAW:

7.1  YOUR USE OF THE ALLMENUS.COM PROPERTY AND ANY ALLMENUS.COM SERVICES IS AT YOUR SOLE RISK. THE ALLMENUS.COM PROPERTY AND ANY ALLMENUS.COM SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALLMENUS.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

7.2        ALLMENUS.COM MAKES NO WARRANTY THAT THE ALLMENUS.COM PROPERTY OR ANY ALLMENUS.COM SERVICES (i)  WILL MEET YOUR REQUIREMENTS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR HAVE KNOWN OR DISCOVERED ERRORS CORRECTED, (iii) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE, OR (iv) WILL MEET YOUR EXPECTATIONS (OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ALLMENUS.COM PROPERTY OR ANY ALLMENUS.COM SERVICES WILL MEET YOUR EXPECTATIONS).

 

7.3        ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE ALLMENUS.COM PROPERTY OR ANY ALLMENUS.COM SERVICES IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND 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.

 

7.4        NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALLMENUS.COM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

 

8.Limitation of Liability

 

YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW:  YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALLMENUS.COM 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 ALLMENUS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE ALLMENUS.COM PROPERTY OR ALLMENUS.COM SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE ALLMENUS.COM PROPERTY OR ANY ALLMENUS.COM SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE ALLMENUS.COM PROPERTY OR ANY ALLMENUS.COM SERVICES.

9.Release and Waiver

 

To the maximum extent permitted by applicable law, you hereby release and waive all claims against Allmenus.com and its subsidiaries, affiliates, and their respective officers, agents, and employees, advertisers or partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorney's fees) of every kind and nature, arising from or in any way related to your use of the Allmenus.com Property.  If you are a California resident, you waive your rights under California Civil Code Section 1542 which states, "A general released does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

10.Confidential Information

The term "Allmenus.com Confidential Information" means any information of or relating to Allmenus.com that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Allmenus.com or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the Allmenus.com API and Allmenus.com's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Allmenus.com Confidential Information remains the property of Allmenus.com, and no license or other right in any Allmenus.com Confidential Information is granted hereby. You will not disclose any Allmenus.com Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If you are a corporate entity, you will limit your internal distribution of Allmenus.com Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Allmenus.com Confidential Information for the benefit of anyone other than Allmenus.com. Upon Allmenus.com's written request, you will destroy or return to Allmenus.com all Allmenus.com Confidential Information in your custody or control. In addition to the terms of this provision, you and Allmenus.com will continue to be subject to any non-disclosure agreement that you and Allmenus.com have entered into separately. This provision will survive any expiration or termination of this Agreement.

11.Term and Termination

 

11.1 Term. The term of the Terms of Use shall commence on the date upon which you agree, by your use of the API, to the Terms and shall continue in force thereafter, unless modified or terminated as provided herein.

 

11.2      Allmenus.com Termination. Allmenus.com may change, suspend or discontinue all or any aspect of the API, including its general availability, at any time.  Furthermore, Allmenus.com may limit, suspend or terminate your use of the API and/or this Agreement at any time. Without limiting the foregoing and as clarification only, Allmenus.com may terminate this Agreement immediately and without notice if:

  • you seek to hack or break any security mechanism of the API;
  • we determine that your use of the API poses a security or service risk to us, to any user of the Application, or to any of our subscribers, or may subject us or any third party to liability or damages or danger;
  • you otherwise use the API in a way that disrupts or threatens the API;
  • we determine, in our sole discretion, there is evidence of fraud with respect to your account;
  • you use any of the Allmenus.com Property other than as expressly permitted herein;
  • we receive notice or we otherwise determine, in our sole discretion that you may be using the Allmenus.com API for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; or
  • we determine, in our sole discretion, that our provision of any of the API to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

11.3      Your Termination. You may terminate this Agreement for any reason or no reason at all, at your convenience, by (i) closing your account, which at such time your use of the API shall cease or (ii) ceasing use of the API.

 

11.4      Refusal of Application. Allmenus.com shall have the right, in its sole discretion, to refuse to permit your use of the API with a particular Application. Unless Allmenus.com states otherwise, such rejection will not terminate these Terms with respect to other Applications you may have created. Allmenus.com shall have no liability to you for such refusal.

 

11.5      Effect of Termination. Upon the termination of these Terms of Use for any reason (i) the rights granted to you herein, including all licenses to the API, Content, and Allmenus.com Brands shall terminate and (ii) you shall immediately cease all use and distribution of your Application. Neither party shall be liable to the other party for damages of any sort resulting solely from the sole fact of terminating these Terms.

11.6      Survival. In the event of any termination or expiration of these Terms of Use for any reason, Sections 3.1, 3.4, 3.6 (only the last two sentences concerning post-termination), 3.7, 4, and 6-12 shall survive termination. Notwithstanding the foregoing, other provisions may survive expiration or termination of this Agreement if their survival is reasonably necessary to effectuate the intent of the parties under this Agreement.

 

11.7      Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to Allmenus.com and/or its licensors, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Allmenus.com may be legally entitled, Allmenus.com shall have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants or other agents.

 

12.General Information

 

12.1      Interpretation. You agree that Allmenus.com has sole discretion in determining the interpretation of the meaning of these Terms, including determining your compliance with these Terms.

 

12.2      US Government License Rights. All APIs provided to the U.S. Government are provided under the commercial license rights and restrictions generally applicable under these Terms.

 

12.3      Export Controls. You shall, in connection with your use of the API, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the API.

 

12.4      Entire Agreement. These Terms, including the other documents explicitly incorporated by reference, constitute the entire agreement between you and Allmenus.com and govern your use of the API, superseding any prior agreements between you and Allmenus.com.

 

12.5      Choice of Law and Forum. These Terms and the relationship between you and Allmenus.com shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Allmenus.com agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York.

 

12.6      Waiver. The failure of Allmenus.com to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

 

12.7      Severability of Terms. If any provision of these Terms 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 these Terms remain in full force and effect.

 

12.8      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 your use of the Allmenus.com Property must be filed within one (1) year after such claim or cause of action arose or be forever barred.

 

12.9      Third Party Beneficiaries. Nothing in these Terms should be construed to confer any rights to third party beneficiaries.

 

12.10    Assignment. You may not assign or transfer your agreement to these Terms. Allmenus.com may automatically, without notice to you, assign its agreement to these Terms to the surviving entity in the event of a change of control.

 

12.11    Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.