Last Updated: September 16, 2014
This API Terms of Service Agreement (“Agreement”) is between you and Outside Interactive, Inc. (“Outside,” “We,”, “we,” “Us,” or “us”), Outside and you may hereafter be referred to singularly as a “Party” and together as “Parties.”
1.1 “API” means the Application Programming Interface and related technology that allows other software applications or hardware devices to interface with the Outside Platform, which Outside makes available to you subject to the terms and conditions of this Agreement. The API also includes any accompanying documentation and any new revisions or updates to the API made available by Outside at its sole and exclusive discretion from time to time.
1.2 “Application” means any software application, website, product, or service that is developed or employed by you directly or indirectly via a third party application, that employs the API in order to access the features, functionality, content or data available through the Outside Platform.
1.3 “Application End User” means a registered end user of your Application.
1.4 “Application End User Data” means any data or content collected by your Application, including any Outside End User Data retrieved via the API.
1.5 “Intellectual Property Rights” means any and all rights existing under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
1.6 “Outside Account” means an Outside Application End User account.
1.7 “Outside Application(s)” means any software applications (web-based, mobile, or other) or other products or services provided by Outside to end users, commercial partners or third parties via the Outside Platform, including any and all features, functionality, data, or content available through the Outside Platform.
1.8 “Outside Data” means any data or content (including any images, text, or other information or materials) made available to you via the API, including but not limited to Outside End User Data.
1.9 “Outside End User” means a registered end user of the Outside Applications or partner applications or services that depend on the APIs, Outside Applications and/or related products or services.
1.10 “Outside End User Data” means the segment of Outside Data that is specifically associated with a particular Outside End User.
1.11 “Outside Developer Portal” means the URL located at https://developer.mapmyfitness.com or such other URL as we may designate from time to time as the website where either the API, Outside Applications, or Outside Data may be accessed.
1.12 “Outside Platform” means the API, the Outside Applications, and Outside Data.
1.13 “Outside Privacy Policy” means the Privacy Policy applicable to the Outside Applications, currently located at https://www.outsideinc.com/privacy-policy/.
1.14 “Outside Terms and Conditions of Use” means the Terms and Conditions of Use applicable to the Outside Applications, currently located at https://www.outsideinc.com/terms-of-use/.
4.1 The API is made available for the purposes of integrating with and extending the Outside Platform and you should not use the API to create services that aim to replace or replicate the Outside Platform.
4.2 Per the terms of this Agreement, you may use the API solely to retrieve Outside Data from the Outside Platform for display in your Application or to publish Application End User Data to the Outside Platform.
4.3 Outside End User Data obtained via the API may be used solely as necessary to provide your Application to your Application End Users. You may make no further use of any Outside End User Data without obtaining express consent from the relevant Outside End User who generated such data.
4.4 Your use of the API is subject to restrictions on rate limit, use types and method calls as outlined at the Outside Developer Portal. If we reasonably believe that you have exceeded your rate limits or have attempted to circumvent the rate limit or authentication systems, your ability to utilize the API may be temporarily suspended or permanently revoked. Further, we may monitor your usage of the API in order to improve the Outside Platform and to ensure compliance with our policies.
4.5 If your Application causes an undue burden or damage to the Outside Platform and/or the Outside networks and systems, we will disable your access to the API.
5.1 After approval of your registration for access to the API, Outside will assign you a unique key (the “API Key”) to access and employ the API on a nonexclusive basis. All calls to the API made by your Application must include your unique API Key. You must keep the API Key confidential and may not share it with any third party unless that party is an agent acting on your behalf as an operator of your Application, and you ensure that such agent complies with all of the terms and conditions of this Agreement.
5.2 You will use only one API administrator account (“API Account”) to request an API Key from Outside and for all activities that occur under your API Account. You are solely and entirely responsible for all uses of the API and any consequences of such uses of the API under your API Key and API Account. You will only be issued one (1) API Key per Application. You will not employ scripting mechanisms or otherwise programmatically register and/or attempt to generate API Keys. In addition, you must provide accurate identification, contact, and other information required as part of the registration for an API Key.
5.3 Outside may change, suspend, disable or upgrade the API and/or related features and services at any time without notice or liability of any kind to you, regardless of the status of your Application. Further, Outside may require you to alter your Application to use the most current version of the API. Outside is not required to ensure that any updates or subsequent versions of the API are compatible or employable in your Application. Outside shall have a right to review and approve the Application, including any updates or modified versions, and you will provide Outside with access to review, test and approve the Application upon request by Outside at any time during the term of this Agreement.
8.1 You shall not use “MapMyFitness”, “Outside,” “Trailforks,” “GaiaGPS”, any derivations thereof, or any of the associated trademarks or logos of the aforementioned (collectively the “Outside Marks”) in the name of your Application, any Application related domain name, email address, key word or social media username or otherwise use the Outside Marks in any manner in conjunction with your Application unless specifically authorized by Outside in this Agreement or in some other Agreement with Outside.
8.2 You may establish a link to an Outside Application (e.g.,https://gaiaGPS.com) provided that the link does not state or imply Outside sponsors or endorses your Application or presents Outside in a false, misleading, defamatory or derogatory manner.
8.3 When displaying Outside Data in your Application, you must ensure that Outside is acknowledged as the source of that data using any text links or logos made available to you.
8.4 You may make truthful, factual references to Outside and the Outside Platform in the written description of your Application’s features and benefits, including references to your Application’s integration with the Outside Platform (e.g., “Powered by Outside®,” or “Powered by Trailforks®,”). However, any such references shall be separate and apart from the name and/or logo of your Application. Further, the font size of any reference to Outside or the Outside Platform should not be larger than the surrounding font and should not appear more prominently than the name of your Application.
8.5 The Outside Marks may only be used in the size and format made available to you through the Outside Developer Portal to identify Outside Data retrieved from the Outside Platform or as otherwise agreed to between you and Outside in some other Agreement. Outside reserves the right to review and approve any usage of the Outside Marks. Further, you must promptly correct any misuse of the Outside Marks upon notice from Outside, and you must cease use of the Outside Marks if you fail to correct such misuse after notice.
8.6 Outside has no obligation to use, market or promote your Application.
9.1 Application End Users shall be afforded the opportunity to create an Outside Account or to login to their existing Outside Account using Outside’s OAuth protocol.
9.2 In the event that your Application permits an Application End User to create and register for an Outside Account, you will publish on each page of your Application on which an Application End User may create and register for an Outside Account, a reasonably prominent link to the Outside Terms and Conditions of Use and Outside Privacy Policy, and further provide sufficient notification to an Application End User that any Outside Account is subject to and governed by the Outside Terms and Conditions of Use and Outside Privacy Policy.
9.3 In the event that your Application provides for the transfer of Application End User Data from your Application to Outside via the API, you will incorporate into your Application user experience a sufficient notification to your Application End Users prior to the initial transfer of their Application End User Data to Outside that clearly and expressly states that such transferred Application End User Data will be published on on the Outside Platform and is subject to Outside’s Terms and Conditions of Use and Privacy Policy upon transfer and also ensures that Application End Users provide express consent to prior to such transfer.
9.4 You shall offer your Application End Users clear links to access or navigate back to their Outside Accounts from your Application, especially anywhere Outside Data is displayed. Additionally, you agree that in the “Settings” “Accounts” or similar location in your Application that you will provide your Application End Users an easy, navigable path back to their Outside Accounts.
10.1 You have no rights with respect to the API or any portion thereof and will not use the API or any portion thereof except in the development of your Application or as otherwise expressly permitted in this Agreement.
10.2 You shall be fully responsible for your own conduct and content while using the API, and for any consequences thereof.
10.3 You shall ensure that your use of the API and your Application will comply with all applicable laws, including but not limited to laws, regulations and directives regarding privacy, data security and the export of data. In the event you are located outside the United States, or your Application is hosted on a server located outside the United States, you agree to comply with any applicable laws, regulations or directives in your locale or in the location of your server regarding online conduct and acceptable content, including laws regulating the transfer or export of data to the United States or your country of residence.
10.4 Without limiting the generality of the foregoing, You will not:
(a) re-sell, re-license, share or syndicate access to the API to third parties in a way that bypasses the requirement that each developer register with Outside for API access;
(b) perform wholesale export of Outside Data for the purpose of moving Outside End Users to an alternative platform or the delivery of a duplicative service;
(c) use the API for purposes of pushing known bad data onto the Outside Platform and/or Outside networks and systems;
(d) modify, create derivative works of, reverse engineer, reverse compile or disassemble any elements of the API, Outside Applications, or the Outside Platform;
(e) sublicense, lease, sell, rent, assign, transfer, distribute, repackage, rebrand, or otherwise transfer or disclose the API or any related services, data or content to any third party except as expressly permitted herein and necessary to distribute your Application;
(f) use the API in connection with any product or software other than your Application;
(g) distribute the API as a stand-alone product;
(h) use or access the API for the purpose of monitoring the performance or functionality of the Outside Platform or for any other benchmarking or competitive purposes;
(i) access or attempt to access any Outside server, computer system, service or Outside Data other than what is expressly authorized by Outside;
(j) use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API documentation provided to you in connection with this Agreement;
(k) use web scraping, web harvesting, or web data extraction methods to extract Outside Data from the API
(l) use the API in any product or service that directly competes with the Outside Applications without Outside’s prior, express, written permission;
(m) use the API in a manner that exposes Outside or Outside End Users to harm or legal liability as determined by us in our sole discretion;
(n) cause, assist or permit any third party to do any of the foregoing.
10.5 You agree that your Application will not:
(a) upload or otherwise transmit via the API any content that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, any Outside representative, or misrepresent your affiliation with any person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any data or content transmitted;
(e) upload or otherwise transmit via the API any data or content that you do not have a right to transmit under any applicable law or under contractual relationships;
(f) upload or otherwise transmit via the API any content that infringes any patent, trademark, trade secret, copyright or other Intellectual Property Rights of any person;
(g) upload or otherwise transmit via the API any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”;
(h) upload or otherwise transmit via the API any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) interfere with or disrupt Outside’s servers or other computer systems;
(j) violate any applicable laws, including, but not limited to, laws, regulations and directives regarding privacy, data security and the export of data;
(k) destroy, overwrite, or delete a Outside End User’s Outside End Use Data without securing that Outside End User’s consent; or
(l) obtain Outside Data from the Outside Platform by any means other than through the API.
11.1 You will not display or transfer any Outside End User Data to any external source without express Outside End User consent.
11.2 You will only request the Outside Data you need to operate your Application.
11.3 You will not attempt to re-identify any aggregate or de-identified Outside Data that you receive via the API.
11.4 You will never request or store Outside Account passwords.
11.5 You shall promptly use commercially reasonable efforts to delete a given Outside End User’s Data upon that Outside End User’s request.
11.6 You may cache Outside End User Data you receive through use of the API in order to improve your Application’s user experience, but you should keep such data up to date.
11.7 Should an Application End User disconnect from your Application, you may continue to store previously cached Outside End User Data, unless the relevant Outside End User requests that you delete such data. Upon such request, you shall delete the cached Outside End User Data of the disconnected Application End User.
11.8 You shall clearly communicate to Application End Users just what Outside End User Data will be retrieved from the Outside Platform or transferred and published to the Outside Platform when they use your Application.
11.9 You will not directly or indirectly transfer any Outside End User Data you receive via the API, including aggregate, anonymous or derivative data, to any ad network, ad exchange, data broker, or other advertising or monetization related toolset (each and “Advertising Partner” and collectively “Advertising Partners”), even if an Application End User consents to such transfer or use. By “indirectly,” we mean you cannot transfer Outside End User Data to a third party who then transfers the Outside End User Data to an Advertising Partner.
11.10 You will not market, sell, rent, or lease out any Outside Data to any third party.
11.11 You will not include any Outside End User Data you receive via the API concerning an Outside End User in any advertising creative.
11.12 When you display Outside End User Data retrieved via the API in your Application, you must respect each Outside End User’s Outside Account privacy settings relative to the Outside End User Data you are displaying.
11.13 You cannot modify or edit any content, headlines, links or metadata included in Outside Data accessed via the API when presenting it in your Application.
11.14 You cannot display the name, logo, trademark or other identifier of another person (except for Outside or you) on your Application in such a manner as to give the viewer the impression that such other person is a publisher or distributor of the Outside Data accessed via the API and presented in your Application.
11.15 You cannot archive any of the Outside Data obtained via the API for access by your Application End Users at any future date after you have finished using the API or if your access to the API is terminated.
13.1 Subject to the terms of this Agreement, Outside owns all right, title and interest in and to the Outside Platform (including the API), the Outside Applications, as well as all Outside Data accessible via the API. This Agreement in no way conveys an ownership interest to you in any component of the Outside Platform, Outside Applications or the Outside Data accessed via the API and displayed in your Application.
13.2 By transferring or enabling the transfer of your Application End User Data to Outside via the API, you agree to, and do grant Outside a worldwide, nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable and transferable license to access, use, modify, reproduce, display, distribute, and prepare derivative works of your Application End User Data in connection with the Outside Platform and/or and otherwise in connection with Outside’s (and its successors’ and assigns’) businesses, so long as such actions are consistent with the Outside Privacy Policy and Terms of Use.
13.3 Subject to the terms and conditions of this Agreement, Outside grants you a worldwide, nonexclusive, revocable, non-sublicensable, non-transferable, fully paid-up, royalty-free license to access, copy, use and display Outside End User Data that has been authorized by the Outside End User to be received by the API within your Application, provided that such actions are in accordance with the Application Terms and Conditions of Use and Application Privacy Policy.
16.1 We have no obligation to provide any type of service or support for the API or any of the services, content, or Outside Data related thereto. We may elect to provide you with service or support, in our sole discretion, and may terminate such service and support at any time for any reason or no reason whatsoever without notice to you.
16.2 You, and not Outside, are responsible for providing all Application End User service, support and maintenance for your Application.
(a) You and your Application will comply with all applicable laws, including but not limited to laws, regulations and directives regarding privacy, data security and the export of data;
(b) Your Application will not infringe any third party’s Intellectual Property Rights;
(c) In addition to the rights granted herein by Outside, You have all rights, permissions and licenses necessary to create and distribute your Application; and
(d) You have the necessary power and authority to enter into this Agreement, to perform your obligations hereunder, and that you will comply with the terms and conditions of this Agreement.
25.1 We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a notice athttps://developer.underarmour.com, changing these terms and conditions, sending an email to the email address you provided in connection with your API registration or otherwise notifying you. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued use of the API constitutes acceptance of any changes. The most current version of this Agreement will supersede all prior versions.
25.2 This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior proposals, understandings and communications between the parties with respect to that subject matter.
25.3 All notices required to be issued to you in connection with this Agreement will be delivered to you via email at the email address you provided in connection with your API registration. Any electronic communication will be considered to be received by you within 24 hours after the time Outside emails it to you. Except in the case of a Security Breach notification that is treated specifically in Section 12, notice to Outside must be in writing (which may include email) and be either personally delivered, delivered electronically, or sent via reputable overnight courier or certified mail, postage prepaid and return receipt requested. Notices shall be sent to Outside at:
Outside Interactive, Inc. 1600 Pearl St. Boulder, CO 80302 ATTN: Legal legal@outsideinc.com
25.4 You may not assign this Agreement or any rights or obligations hereunder, without the prior written consent of Outside. Any attempted assignment without such prior written consent shall be void. Outside reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time and without notice. Subject to this Section 25.4, this Agreement will bind and benefit each Party’s successors and permitted assigns.
25.5 This Agreement does not create or imply any partnership, agency, joint venture, or employment relationship between the Parties hereto.
25.6 This Agreement will be governed by the laws of the State of Delaware, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts located in Denver, CO, and you consent to personal jurisdiction in those courts.
25.7 No waiver by Outside of any covenant or right under this Agreement will be effective unless it is in writing and duly authorized by Outside.
25.8 If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
