Compete API Terms of Use

This document sets forth the terms on which Compete, Inc ("Compete") makes the Compete API (as defined below) available for use by approved licensees on other approved Web sites and applications. By using the Compete API, you and the organization identified in your application for the Compete API ("you") agree to be bound by the following terms of use ("API Terms of Use"). If a person or entity is accessing the Compete API on your behalf or otherwise through your account, "you" or "your" will include any such person or entity. You further agree to ensure that any agent, representative, employee or other person or entity acting on your behalf in connection with accessing the Compete API complies with these API Terms of Use. You agree that you are responsible and liable for the acts and omissions of anyone accessing the Compete API through your account, including such person's or entity's failure to comply with these API Terms of Use.

1. Compete API

The Compete API is Compete's service that allows approved licensees to retrieve certain data ("Compete Data"). The Compete API consists of an application programming interface (API) for retrieving various Compete Data, grouped generally into calls to retrieve data found on Compete's proprietary Analytics service (http://www.compete.com). Compete may release subsequent versions of the Compete API and require you to obtain and use the most recent version. New versions may not be compatible with previous implementations. The Compete API offers two services with differing terms of use. The "Compete Free API" consists of a small number of metrics that can be redistributed publicly and have a default usage limit. The "Compete Paid API" (also referred to as the "All Access API") consists of a larger set of metrics that cannot be redistributed publicly and for which the user must pay a fee per access.

2. License to Compete API & Data

If you are approved by Compete for use of the Compete Free API, and subject to your compliance with these Terms of Use, you may access the Compete Free API, implement the Compete Free API on your Web site(s) and application(s) and distribute Compete Data only to consumers for their personal use without charge on your Web site(s), all in accordance with the Compete API Branding Requirements. If you are approved by Compete for use of the Compete Paid API, and subject to your compliance with these Terms of Use, you may access the Compete Paid API, implement the Compete Paid API on your Web site(s) and Application(s) and distribute Compete Data only to your own employees or customers and not to the general public, all in accordance with the Compete API Branding Requirements . This license is subject to the following restrictions: • All calls to the Compete API must reference the Compete user ID (the "APIKEY") issued to you as an approved licensee. • You agree that you will provide the Compete Data to users on "as is" terms, with disclaimers substantially equivalent to those set forth in Sections 7 and 8. • You agree to keep the APIKEY confidential, and not to share it with any third party. This license is personal to you, and any of your affiliates must seek and obtain their own license and APIKEY. • You may present Compete Data only on a transactional basis. You will not permit your users to access Compete Data in bulk. • You may not retain any copies of Compete Data. Your license to Compete Data is limited to making direct server calls to Compete.com for Compete Data and to distributing Compete Data to your end users on your Web site(s) and/or application(s) immediately upon receipt by your servers. • You may not collect personally identifiable information using the Compete APIs from any person without obtaining such person's express, affirmative and informed consent to do so. • You may not present the Compete Data (or permit Compete Data to be presented) so that it appears to be available from a third party Web site unless this is specifically allowed in your Compete Paid API contract. • You further agree not to otherwise reproduce, modify, distribute, decompile, disassemble, copy, create derivative works of or reverse engineer any aspect portion of the Compete API or of any Compete Data, including source code or algorithms. • You may not use the Compete APIs 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 Compete API documentation located within http://developer.compete.com/, as determined by Compete in its sole discretion. • Users of the Compete Free API are limited to access one thousand (1,000) data points from the Compete API per day. Compete may approve higher daily limits if you adhere to these API Terms of Use and agree to pay a usage fee. Please contact Compete at apisupport@compete.com for more details. Users of the Compete Paid API do not have a daily limit but must pay usage fees for the data they access as specified in their individual contract. • You may not use the Compete APIs in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials (e.g. Nazi memorabilia) or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories. • You may not use the Compete APIs in any manner or for any purpose that violates any law or regulation or any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, that might be reasonably considered to be unlawful, fraudulent, deceptive, unethical, misleading or harmful to the Compete APIs or Compete, Inc. or that is in any manner inconsistent with Compete.com's Terms of Use, Privacy Policy or these API Terms of Use. • If you become aware that any user of your implementation is in material breach of these API Terms of Use, any provisions you are required to offer or comply with under these API Terms of Use, or the terms of Compete.com Terms of Use linked pursuant to Section 3 and the Compete API Branding Requirements (the "Applicable Terms"), then you agree to notify Compete promptly of such breach by e-mail to apisupport@Compete.com , and to take commercially reasonable corrective action at your expense to remedy such breach. In addition, upon request of Compete, you will either (a) use commercially reasonable efforts to obtain such equitable relief to prevent harm to Compete or its licensors, or (b) assign any of your applicable rights to permit Compete or the applicable licensor to seek such equitable relief. Your obligations to report and enforce the Applicable Terms will survive termination of these API Terms of Use and your use of the Compete API.

3. License to Compete Brand & Links

You agree, and Compete grants you a license, to implement the Compete name, logo(s), trademark, and links to Compete.com (the "Compete Brand & Links") on any Web page incorporating the Compete API and/or Compete Data, in accordance with the Compete Branding Requirements.

4. Acceptable Use

You agree not to use the Compete API, Compete Data, or Compete Brand & Links in any way that is unlawful, or harms Compete, its service providers, its suppliers, your end users, or any other person, or in violation of Section 2. Further, pursuant to Section 12 below, Compete may terminate your use of the Compete API, Compete Data and Compete Brand & Links if and when Compete determines that your use is inappropriate.

5. Limited Relationship

You and Compete are independent contractors, and nothing in these API Terms of Use shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that you have implemented the Compete API, you agree not make any other public statements that assert or imply any other relationship with Compete, unless you have Compete's prior written approval. Neither the name of Compete nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission of Compete.

6. Indemnity

You agree to hold harmless and indemnify Compete, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any claims, losses, damages (actual and consequential), suits, judgments, costs and expenses (including attorneys' fees) of every kind and nature arising from or in any way related to your or your users' use of the Compete API or Compete Data, use of Compete Brand & Links other than as set forth in the Compete API Branding Requirements, violation of these API Terms of Use or other actions connected with your or your users' use, development or distribution of Compete services, including any infringement of any third party proprietary rights.

7. NO WARRANTY

COMPETE PROVIDES THE COMPETE API, COMPETE DATA, AND COMPETE BRAND & LINKS "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPETE AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. COMPETE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

8. LIABILITY LIMITATION; EXCLUSIVE REMEDY

IN NO EVENT WILL COMPETE OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE API TERMS OF USE OR YOUR USE OF COMPETE API, COMPETE DATA, OR COMPETE BRAND & LINKS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE API TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST COMPETE OR ITS SUPPLIERS WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE COMPETE API, COMPETE DATA, AND COMPETE BRAND & LINKS.

9. Intellectual Property

The Compete API, Compete Data, and Compete Brand & Links are the property of Compete, and Compete and its applicable licensors retain all rights, title and interest (including all patent, trademark, copyright and other proprietary rights) in and to the Compete APIs, Compete Data, and Compete Brand & Links, as well as any derivative works in connection therewith.

10. Changes

Compete reserves the right to change the API Terms of Use at any time, and you are responsible for regularly reviewing these API Terms of Use. Compete may also modify any of the Compete APIs or methods of accessing the Compete APIs for any or no reason at any time. Your continued use of the Compete API and/or Compete Data after the effective date of such changes will constitute acceptance of and agreement to any such changes. Compete may suspend or discontinue the Services at any time to you and/or to others, without notice. These API Terms of Use do not create any right to rely upon the continued availability of and/or access to the Compete APIs.

11. Fees and Payments

Compete reserves the right to charge fees for future use of or access to the Compete Free API or the Compete services and Web sites (collectively, "Compete APIs Services") in Compete's sole discretion. If Compete decides to charge for the Compete APIs Services, such charges will be disclosed to you prior to their effect, and your refusal to accept and pay such fees after receiving such notice will result in termination of your use of the Compete API, Compete Data, and/or Compete Brand & Links. Compete will charge fees for the use of the Compete Paid API in accordance with the individual contracts that grant access to that system to customers.

12. Termination

Compete may change, suspend or discontinue the Compete API and suspend or terminate your use of the Compete API, Compete Data, and/or Compete Brand & Links at any time for any reason, with or without cause, and without notice, and such use by you will automatically terminate in the event of your failure to comply with any provision of these API Terms of Use, Compete API Branding Requirements, Privacy Policy or Compete.com's Terms of Use. You may also terminate by ceasing to use the Compete API, Compete Data, and Compete Brand & Links, removing implementation of the Compete API from your Web site(s) and application(s) and deleting all copies of the Compete Data and Compete Brand & Links.

13. Choice of Law; Disputes

These API Terms of Use are governed by the laws of the State of Massachusetts, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Suffolk County, Massachusetts, for any and all disputes, claims and actions arising from or in connection with the Services and/or these API Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys' fees and expenses.

14. General

You represent that you have the authority to bind the organization (if any) identified in your application for the Compete API . You agree not to export from anywhere any part of the Compete API, Compete Data, or Compete Brand & Links provided to you or any direct product thereof except in compliance with, and having obtained all licenses and approvals required under, applicable export laws, rules and regulations. If provided to the U.S. government, the Compete API, Compete Data, or Compete Brand & Links are provided with the commercial license rights described herein. If any part of these API Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these API Terms of Use will continue in effect. The section titles in these API Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. Compete may assign these API Terms of Use, in whole or in part, at any time with or without notice to you. You may not transfer, assign, sublicense, or delegate the API Terms of Use or your APIKEY to any third party. Compete's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these API Terms of Use constitute the entire agreement between you and Compete with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and Compete with respect to the Compete API, Compete Data, or Compete Brand & Links.