Embed.ly, Inc. (“Embedly”, “we”, or “us”) provides access to and use of pro.embed.ly, api.embed.ly, and related websites (“Site”), the Embedly application programming interfaces (“APIs”), Embedly proprietary technology, software code, content and other products and services offered by Embedly (collectively, the "Services") subject to these Terms of Service (“Terms”). By using the Services, you consent to these Terms, Embedly’s Privacy Policy and subsequent changes to these Terms. Certain features of the Services may be subject to additional guidelines, documentation, terms, or rules, which will be posted in connection with such features; all such guidelines, documentation, terms and rules are incorporated into these Terms. If you do not agree, you may not use the Services. Your right to use the Site and the Services is expressly conditioned upon your assent to all of these Terms, to the exclusion of all other terms.
We may modify these Terms and Embedly’s Privacy Policy at any time and you agree that such modifications are effective and binding upon you immediately upon your use of the Services following the posting of the modified version.
Eligibility. You certify to Embedly that if you are an individual you are at least 13 years of age and that you are of legal age to form a binding contract. If you are accessing the Services on behalf of an entity you represent and warrant that you have authority to bind the entity to these Terms. You also certify that you are legally permitted to use and access the Services, and take full responsibility for the selection and use and use of the Services. These Terms are void where prohibited by law, and the right to access and use the Services is revoked in such jurisdictions. You are solely responsible for complying with all laws, rules and regulations applicable to your use of the Service. Embedly may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.
Just a Pass-Through. You understand that the Services provide you with the ability to link to and display media and information from third party providers (collectively, “Third Party Media”) and that you are solely responsible for the use of such Third Party Media and any such information that you intentionally or unintentionally communicate to others. Embedly is only a pass through, or intermediary; whereby, the end developer is responsible for adhering to the terms of service for each provider of Third Party Media.
Requirements, License Grants and Restrictions on Use.
General. Subject to compliance with these Terms, Embedly grants to you a limited license to access and use the Services.
API License. Subject to compliance with these Terms, Embedly grants to you nonexclusive, revocable, nonsublicensable, nontransferable license to download and use the Embedly APIs and other materials provided by Embedly to develop, reproduce and distribute applications (“Applications”) that link to and display Third Party Media. You agree to use the API only as outlined in the documentation provided on the Site. You may not install or use the API for any other purpose without Embedly’s prior written consent.
Restrictions. Except as expressly and unambiguously authorized under these Terms, you may not (i) use the Services, API or other tools, services, media, applications or content provided by Embedly in order to create any product or service that permits the linking or display of media, competes with Embedly or the Services or otherwise is intended to replace other tools, services, applications, concepts or offerings of Embedly; or (ii) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the Services or API.
Changes to APIs. Embedly reserves the right to continually review, evaluate, terminate or suspend all uses of the API. Embedly reserves the right in its sole discretion (for any reason or for no reason) and at any time to change, suspend or discontinue the Embedly API and/or suspend or terminate your rights under these Terms to access, use and/or display the API by posting a notice on the Sites or by sending you an email.
Third Party Media.
Give credit where credit is due. You should always link back to the original piece Third Party Media when possible.
All Third Party Media is the property of the respective third parties. You agree and covenant to obtain all rights from owners of Third Party Media necessary for you to link to or display such Third Party Media.
Use the Third Party Media for the purpose that it was intended. If you link to Third Party Media, you are required to comply, and represent and warrant that your use complies, with all terms of use, policies and laws, rules and regulations applicable to such Third Party Media.
If you are the owner of Third Party Media and believe that your rights are being violated by a user of the Services, please contact that user directly and also notify us of the misuse so that we may elect to take appropriate action against that user. Any such notice should be in compliance with our Copyright Policy.
We do not control the availability of Third Party Media. Embedly is not responsible if Third Party Media is unavailable or disappears entirely.
We are just an intermediary. As an intermediary linking to Third Party Media, Embedly provides a distribution channel and is not responsible for material being distributed. We do not monitor the Third Party Media that is linked or displayed using the Service. We take no responsibility for and do not endorse the content of any Third Party Media or the effect that the display of Third Party Media may have on you.
Don’t Be Evil. In connection with your use of the Service, you shall not:
use any method to intercept or expropriate any system data or information from the Services;
use any robot, spider, other automatic device, or manual process to crawl, index, or copy the Site or the content contained herein;
attempt to gain unauthorized access to any Services, user accounts, computer systems or networks;
link, upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law, or under any contractual or fiduciary relationships;
link, upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
link, upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
link, upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, viruses, malware, bots, files or programs designed to interrupt, damage, disable, overburden, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with, damage, disable, overburden, impair, destroy, limit the functionality of or disrupt the Site or Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies of networks connected to the Services; or
intentionally or unintentionally violate any applicable local, state, national or international law, rule or regulations.
Support and User Submissions.
Please let us know if you find a bug, error or other issue with the Service or any API by submitting a request through Embedly Support. We may, in our sole discretion, fix the issue or respond to your request for support.
If you submit, upload, post, transmit or otherwise make available content, feedback, information or data (collectively, “Content”), you hereby grant to Embedly an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, perform, display, create derivative works of, and distribute such Content in any and all media or distribution method (now known or later developed) throughout the world. No compensation will be paid with respect to the Content that you submit, upload, post, transmit or otherwise make available through the Services. You represent and warrant that you have all rights to grant such license to us without infringement of third party rights.
You acknowledge and agree all user-submitted Content publicly posted or privately transmitted through the Service is the sole responsibility of the person from which such Content originated and that Embedly will not be liable for any errors or omissions in any Content; and that Embedly cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
Pro.embed.ly and Api.embed.ly. Is a Service intended for robust use and will provide you with additional calls to the API, service levels, and consistent support terms and conditions. We charge monthly fees for your use of pro.embed.ly.
Registration; User ID and Password. As a condition to using certain aspects of Pro.embed.ly, you will be required to register with Embedly and select a password and user name ("Embedly User ID"). You shall provide Embedly with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your Embedly account. You shall not (i) select or use as a Embedly User ID a name of another person with the intent to impersonate that person; (ii) use as a Embedly User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Embedly User ID a name that is otherwise offensive, vulgar or obscene. Embedly reserves the right to refuse registration of, or cancel an Embedly User ID in its sole discretion. You are solely responsible for activity that occurs under your Embedly User ID and shall be responsible for maintaining the confidentiality of your Embedly password. You shall never use another user's account without such other user's express permission. You will immediately notify Embedly in writing of any unauthorized use of your account, or other account-related security breach of which you are aware.
Discontinuation, Suspension and Termination of the Services or Access to the Services.
If we believe you have violated these Terms, otherwise abused the use of the Services or for any reason or for no reason whatsoever, we reserve the right, at our sole discretion, to suspend or discontinue your access to and use of the Services, and we will not be liable to you or to any third party for doing so.
We reserve the right, for any reason, at our sole discretion and without notice to you, to add to, change, suspend or discontinue any aspect of the Services, and we will not be liable to you or to any third party for doing so.
We periodically schedules system downtime for maintenance and other purposes. In addition, unplanned system outages also may occur. Embedly shall have no liability whatsoever for (i) the resulting unavailability of the Services, (ii) any loss of data or transactions caused by planned or unplanned system outages, (iii) any resultant delay, misdelivery, or nondelivery of information caused by system outages, or (iv) any third-party acts or any other outages of web host providers or the Internet infrastructure and network external to the Services.
Intellectual Property.
All APIs and Services are the property of Embedly and its licensors. The Services are protected by federal and international copyright, trademark and other intellectual property laws. You shall not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or Services. Any rights not expressly granted by these Terms are reserved by Embedly and its licensors.
All trademarks and logos used on these Services are the trademarks, service marks or logos of their respective owners. Nothing in this Agreement shall confer any right of ownership of any trademarks to you. Further, nothing on these Services shall be construed as granting, by implication, estoppel or otherwise any license or right to use any trademark used or displayed on the Services, without the express written permission of Embedly or the trademark owner.
Links to Third Party Sites.
The Services may contain links to websites operated by other parties as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (“Third Party Sites”). Use of Third Party Sites is strictly at your own risk including, but not limited to, any risks associated with destructive viruses. If you decide to utilize the services and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You are responsible for viewing and abiding by the terms and conditions of use and the privacy statements of the other websites.
WE DO NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES PROMOTED, OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SERVICES. WE ARE NOT A PARTY TO, AND DO NOT MONITOR, ANY LINKS POSTED, TRANSACTION BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS.
Use at Your Own Risk.
If you decide to download and/or or use the Services, API, add-ons, then you do so at your own discretion and risk. We make commercially reasonable efforts to make certain that the Service is compatible with many systems, but Embedly does not guarantee it. That means you are solely responsible for any damages to your computer system or loss of data that results from the download or use of an Embedly Service.
YOU UNDERSTAND AND AGREE THAT EMBEDLY PROVIDES THE SITE, API AND SERVICES ON AN “AS IS” BASIS AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR UNINTERRUPTED ACCESS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. WE DO NOT WARRANT THAT THE SERVICE OR THE FUNCTIONS OR CONTENT MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
Limitation of Liability. EMBEDLY shall not be liable to you for any DIRECT, special, EXEMPLARY, incidental, indirect, punitive or consequential damages INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES (even if you have advised EMBEDLY of the possibility of such damages). EMBEDLY’s cumulative liability relating to your use of the site, API AND SERVICES (regardless of its basis), shall not exceed the greater of (I) amounts that you paID TO US IN THE PREVIOUS six MONTHS and (II) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. You acknowledge and agree that the limitations of Embedly's liability are (a) reasonable in light of your ability to use the Services at the fees charged by Embedly (if any), and (b) essential and fundamental parts of these terms which are necessary to induce Embedly to enter into these Terms.
Indemnity. You will indemnify and hold Embedly, its directors, officers, employees, agents, and representatives harmless, including costs and attorneys' fees, from any claim or demand due to or arising out of your access to or use of the Services, your use of Third Party Media or other content that you link, submit, post, transmit or otherwise make available through the Services, your violation of these Terms, your infringement, or the infringement by any third party using your registration information, of any intellectual property or other right of any person or entity or your violation of any law or the rights of another.
Fees and Payment. Embedly reserves the right to require payment of fees for certain features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees in connection with such features in accordance with Embedly’s then-current price list and payment terms and conditions. Embedly reserves the right to change its price list and to institute new charges at any time, upon 10 days prior notice to you, which may be sent by email or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.
Miscellaneous. These Terms shall be governed by and construed in accordance with the laws of the New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in New York, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Embedly shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Embedly’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Embedly’s prior written consent. Embedly may transfer, assign or delegate these Terms and its rights and obligations without consent. Both parties agree that these Terms, together with the Privacy Policy, Copyright Policy and any other operating guidelines, rules, documentation, policies and procedures posted through the Services comprise the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Embedly in any respect whatsoever. Any notice to the Embedly that is required or permitted by these Terms shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to support@embed.ly.
Contact Us. If you have any questions concerning these Terms, or if you would like to contact us for any other reason, please email Embedly Support at support@embed.ly.
Last Updated:11/30/10
