Polygon Analytics Limited - Polygon Analytics™ API


Polygon Analytics™ API Terms of Use Agreement


Version 1 as of 2017-04-03


Effective as of April 3, 2017 (the, “Effective Date”), Polygon Analytics Ltd,
and any potential subsidiaries (collectively, “Polygon Analytics”, also called
Licensor or POLYGON ANALYTICS or Polygon Analytics Limited in this API License
Agreement) have create or updated this API License Agreement (the
"Agreement").

By accepting this Agreement, either by accessing or using the API, or
authorizing or permitting any individual to access or use the API, You agree
to be bound by this Agreement.  If You are entering into this Agreement on
behalf of a company, organization or another legal entity (an “Entity”), You
are agreeing to this Agreement for that Entity and representing to Polygon
Analytics that You have the authority to bind such Entity and its Affiliates
to this Agreement, in which case the terms “Licensee”, “You”, “Your” or a
related capitalized term herein shall refer to such Entity and its Affiliates.
If You do not have such authority, or if You do not agree with this Agreement,
You must not accept this Agreement and may not access nor use the API.

1. DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set
forth below.

API: means an application programming interface and any accompanying or related
documentation, source code, service instantiating said source code (such as
library method call, network service, Web service or REST service), executable
applications and other materials made available by Polygon Analytics,
including, without limitation, through its web (WWW) site,
polygonanalytics.com and other related sites.

Applications: mean web (WWW) or other software services or applications
developed by Licensee that utilize or interact with the API and are authorized
to be Published pursuant to this Agreement.

Intellectual Property Rights: means patents, inventions, copyrights,
trademarks, domain names, trade secrets, know-how and any other intellectual
property and/or proprietary rights.

Internal Use: means the use of the API in connection with Licensee’s
subscription to a Service for Licensee’s internal business purposes.

Marks: mean Polygon Analytics™, Polygon Analytics® and Polygon
Analytics’s other product and service names, trademarks, service marks,
branding and logos made available for use in connection with the APIs
pursuant to this Agreement, across all jurisdictions where they may be
used or registered.

Privacy Policy: means the Privacy Policy found om
polygonanalytics.com.

Publish/Published/Publishing: means the making of any Application available
to any Subscriber other than Licensee or for any purpose other than for use
by Licensee as a Subscriber for Internal Use.

Subscriber: means and refers to an individual or an Entity that has agreed
to a Service Agreement for use of our Services.

2. PURPOSE AND LICENSE

2.1 This Agreement governs Licensee’s rights to use and access the Web site
and API for the purpose of developing, implementing and Publishing
Applications. Licensee’s access to and use of the API for Internal Use is
governed by this agreement, including any and all restrictions and policies
implemented by Polygon Analytics from time to time with respect to the API
as set forth in the Documentation, this Agreement or as otherwise communicated
to Licensee (“General API Policies”).

2.2 Subject to this Agreement, including the restrictions set forth in
Section 3, Polygon Analytics grants to Licensee a non-exclusive, 
non-transferable, non-sublicensable, worldwide, revocable right and license
during the Term (as defined in Section 13) to: (a) use and make calls to the
API to develop, implement and distribute Applications solely for use by
Subscribers in connection with the Services; (b) use, reproduce, distribute,
and transmit Service Data to the extent necessary to format and display
it through the Applications.

2.3 Polygon Analytics shall have a royalty-free, fully paid-up, worldwide,
transferable, sub-licensable, irrevocable and perpetual license to implement,
use, modify, commercially exploit and/or incorporate into the Services and/or
the API any suggestions, enhancement requests, recommendations or other
feedback Polygon Analytics receives from Licensee, except where contracted
for a bespoke development project where this is explicitly excluded.

3. RESTRICTIONS AND RESPONSIBILITIES

The licenses granted in Section 2 of this Agreement are explicitly conditioned
on Licensee’s adherence to the following restrictions and compliance with its
responsibilities as set forth herein.

3.1 Licensee must comply with all restrictions set forth in this Agreement
and the Privacy Policy in all uses of the API and Service Data. Licensee
must also comply with all restrictions set forth in this Agreement and the
Trademark Usage Guidelines in all uses of Marks. If Polygon Analytics
believes, in its sole discretion, that Licensee has violated or attempted
to violate any term, condition or the spirit of this Agreement, the license
afforded Licensee pursuant to this Agreement may be temporarily or
permanently revoked, with or without notice to Licensee.

3.2 In order to use and access the API, Licensee must obtain API credentials
(a "Token") by becoming a Subscriber. Licensee may not share its Token with
any third party, shall keep such Token and all Login information secure,
and shall use the Token as Licensee’s sole means of accessing the API.

3.3 Licensee’s Applications shall not substantially replicate products
or services offered by Polygon Analytics, including, without limitation,
functions or clients on platforms where Polygon Analytics offers its own
client or function. Subject to the preceding sentence and the parties’
other rights and obligations under this Agreement, each party agrees that
the other party may develop and publish applications that are similar to
or otherwise compete with such party’s applications. Applications may not
use or access the API or a Service in order to monitor the availability,
performance, or functionality of any of the API or a Service or for any
similar benchmarking purposes.

3.4 Licensee shall not use Polygon Analytics Marks in their advertisement
or marketing.

3.6 Licensee shall not repackage or resell the Services, or any part
thereof, API or Service Data. Licensee is not permitted to use the API
or any Service Data in any manner that does or could potentially undermine
the security of the Services, the API, Service Data or any other data
or information stored or transmitted using the Services. 
In addition, Licensee shall not, and shall not attempt to: (a) interfere
with, modify or disable any features, functionality or security controls
of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate
or otherwise circumvent any protection mechanisms for the Service or the
API, or (c) reverse engineer, decompile, disassemble or derive source
code, underlying ideas, algorithms, structure or organizational form from
the Services or the API.

3.7 Licensee acknowledges that Licensee is solely responsible, and that
Polygon Analytics has no responsibility or liability of any kind, for
the content, development, operation, support or maintenance of
Applications. Without limiting the foregoing, Licensee will be solely
responsible for (a) the technical installation and operation of its
Applications; (b) creating and displaying information and content on,
through or within its Applications; (c) ensuring that its Applications do
not violate or infringe the Intellectual Property Rights of any third party;
(d) ensuring that Applications are not offensive, profane, obscene, libelous
or otherwise illegal; (e) ensuring that its Applications do not contain or
introduce Malicious Software into a Service, an API, any Service Data or other
data stored or transmitted using the Service; and (f) ensuring that its
Applications are not designed to or utilized for the purpose of spamming
any Polygon Analytics subscribers, Agents or End-Users.

3.8 Licensee will respect and comply with the technical and policy-implemented
limitations of the API and the restrictions of this Agreement in designing
and implementing Applications. Without limiting the foregoing, Licensee shall
not violate any explicit rate limitations on calling or otherwise utilizing an
API.

3.9 Licensee shall not make any modifications to any Service Data, other than
as reasonably necessary to modify the formatting of such Service Data in order
to display it in a manner appropriate for the pertinent Applications.

3.10 Licensee acknowledges and agrees that Polygon Analytics may, at its sole
discretion, initiate a refund related to any Purchase Fee (defined below) paid
to Licensee by Subscriber in connection with a Subscriber’s purchase of a Paid
Application in the event that Polygon Analytics determines such a refund is
appropriate. In addition, Licensee acknowledges and agrees that any such refund
shall be the exclusive financial responsibility of Licensee. Without limiting
any other rights afforded Polygon Analytics with respect to such refund, the
parties acknowledge and agree that any such refund may be processed through
Payment Processor and taken out of Licensee’s Payment Processor account and
returned to Subscriber. Licensee agrees that Polygon Analytics shall not be
responsible for and will not issue any refunds out of its funds related to
Licensee’s Applications for any reason, including Licensee’s failure to
support the Application.

3.11 Licensee shall not use the Service, or sell any derived products or
services, for military purposes. In particular, any direct or indirect use
in weapon systems, or any other way to deploy the Service intended or likely
to harm human persons, is prohibited and voids this license.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 To the extent Licensee’s Applications transmit Service Data outside a
Service, Licensee represents and warrants that Licensee has notified all 
users of such Applications that their Service Data will be transmitted 
outside the Service and that Polygon Analytics is not responsible for the
privacy, security or integrity of such Service Data. Licensee further
represents and warrants that to the extent Licensee’s Applications store,
process or transmit Service Data, neither Licensee nor Licensee’s
Application will, without appropriate prior user consent or except to the
extent required by applicable law (a) modify the content of Service Data
in a manner that adversely affects the integrity of Service Data; (b)
disclose Service Data to any third party; or (c) use Service Data for any
purpose other than providing the Application functionality to users of such
Application. Licensee shall maintain and handle all Service Data in
accordance with privacy and security measures reasonably adequate to preserve
the confidentiality and security of all Service Data and all applicable
privacy laws and regulations, and in no event less protective than the
measures and policies set forth in the Privacy Policy.

4.2 Licensee represents, warrants and covenants that (a) its Applications
and Licensee Marks, the use of such Applications by its users, and the
activities with respect to such Applications and Licensee Marks undertaken
by Polygon Analytics in accordance with the terms of this Agreement, do
not and will not violate, misappropriate or infringe upon the Intellectual
Property Rights of any third party; (b) Licensee will comply with all
applicable local, state, national and international laws and regulations, 
including, without limitation, all applicable export control laws, and
maintain all licenses, permits and other permissions necessary to develop,
implement and Publish its Applications; (c) its Applications do not and
will not contain or introduce any Malicious Software into the Service,
the API, any Service Data, or other data stored or transmitted using the
Service; (d) its Applications are not designed to or utilized for the
purpose of spamming any Subscribers, Agents or End-Users; (e) it has all
right, power and authority to grant the licenses granted to Polygon
Analytics herein; and (f) it acknowledges Polygon Analytics’s right to
charge transaction and/or listing fees as provided in Section 8 herein.

5. MODIFICATIONS

Licensee acknowledges and agrees that Polygon Analytics may modify this
Agreement, the Services, the API, the General API Policies, the Service
Agreement, and the Privacy Policy, from time to time (a "Modification").
Licensee will be notified of a Modification to this Agreement, the
Polygon Analytics API or the General API Policies through notifications
or posts on the Polygon Analytics Developer Website. All other Modifications
shall be communicated through the Services, Polygon Analytics’s Sites, or
any other website owned and operated by Polygon Analytics or through a
form of direct communication from Polygon Analytics to Licensee. Licensee
further acknowledges and agrees that such Modifications may be implemented
at any time and without any notice to Licensee. Licensee shall, within
thirty (30) days from the date of first notice of any Modification(s) (or
such shorter period of time specified in the notice of the Modification(s))
(the "Conformance Period") comply with such Modification(s) by implementing
and using the most current version of the API and making any changes to
Applications that may be required as a result of such Modification(s).
Licensee acknowledges that a Modification may have an adverse effect on
Applications, including but not limited to changing the manner in which
Applications communicate with the API and display or transmit Service Data.
Polygon Analytics shall have no liability of any kind to Licensee or any
user of Licensee’s Applications with respect to such Modifications or any
adverse effects resulting from such Modifications. Licensee’s continued
access to or use of the Services or API following the Conformance Period
shall constitute binding acceptance of the Modification(s) at issue.

6. OWNERSHIP

Subject to the limited licenses expressly provided in this Agreement, nothing
in this Agreement transfers or assigns to Polygon Analytics any of Licensee’s
Intellectual Property Rights in its Applications or Licensee’s Marks or other
technology, and nothing in this Agreement transfers or assigns to Licensee
any of Polygon Analytics’s Intellectual Property Rights in the Services, the
Web site, the API, the Marks, or Polygon Analytics’s other technology or the
respective Intellectual Property Rights in any Service Data of Polygon
Analytics or its Subscribers, Agents or End-Users.

7. SUPPORT

This Agreement does not entitle Licensee to any support for the Services or
the API, unless Licensee makes separate arrangements with Polygon Analytics
for such support. Licensee is solely responsible for providing all support
and technical assistance to End-Users of its Applications and Subscribers
who access, deploy and/or purchase its Applications. Licensee acknowledges
and agrees that Polygon Analytics has no obligation to provide support or
technical assistance to the users of Applications and Licensee shall not
represent to any such users that Polygon Analytics is available to provide
such support. Licensee agrees to use commercially reasonable efforts to
provide reasonable support to users of its Applications.

8. FEES

Licensee must pay any outstanding fees, and any delays are the responsibility
of Licensee. The Licensor may stop providing the Service if moneys owed by
Licensee remain unpaid two weeks after a payment reminder has been delivered
by electronic mail to Licensee.

9. CONFIDENTIALITY

Licensee may from time to time, gain access to Confidential Information.
Licensee may use Confidential Information only to the extent necessary to
exercise its rights under this Agreement. Subject to the express permissions
set forth herein, Licensee may not disclose Confidential Information to a
third party without the prior express consent of Polygon Analytics, provided
in writing or by email. Without limiting any other obligation of Licensee
under this Agreement, Licensee agrees that it will protect Confidential
Information from unauthorized use, access, or disclosure in the same manner
that Licensee would use to protect its own confidential and proprietary
information of a similar nature and in any event with no less than a
reasonable degree of care.

10. DISCLAIMER OF WARRANTIES

ALL ASPECTS OF THE SERVICES AND THE API, INCLUDING ALL SERVER AND NETWORK
COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY
WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND POLYGON
ANALYTICS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR 
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND 
NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT POLYGON ANALYTICS DOES NOT WARRANT
THAT THE SERVICE OR API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE
OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE
OBTAINED BY YOU FROM Polygon Analytics OR THROUGH THE SERVICE SHALL CREATE
ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. LIMITATION OF LIABILITY

11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT,
TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE
LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES
OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY 
TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE 
LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY SUCH PARTY OR THIRD
PARTY IN CONNECTION WITH THIS AGREEMENT, THE API OR THE SERVICES, REGARDLESS
OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE
FORESEEN SUCH DAMAGES.

11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, POLYGON
ANALYTICS' AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT THIS
AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED POUNDS (£100.00). ANY CLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1)
YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.

11.3 Some jurisdictions do not allow the exclusion of implied warranties or
limitation of liability for incidental or consequential damages, which means
that some of the above limitations may not apply to Licensee. IN THESE
JURISDICTIONS, POLYGON ANALYTICS' LIABILITY WILL BE LIMITED TO THE GREATEST
EXTENT PERMITTED BY LAW. The limitations set forth in this Section 11 will 
survive and apply even if any limited remedy specified in this Agreement is
found to have failed of its essential purpose.

12. INDEMNIFICATION

Licensee will indemnify and hold Polygon Analytics harmless against any claim
brought by a third party against Polygon Analytics arising from or related to
any breach of an obligation, representation, warranty, covenant or other
provision of this Agreement by Licensee or any matter which Licensee has
expressly agreed to be responsible pursuant to this Agreement.

13. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and will remain in effect
until terminated pursuant to this Section 13 (the, "Term"). Either party may
terminate this Agreement at any time, for any reason, or for no reason
including, but not limited to, if Licensee violates any provision of this
Agreement. Any termination of this Agreement shall also terminate the licenses
granted to Licensee hereunder. Upon termination of this Agreement for any
reason, Licensee shall cease using, and either return to Polygon Analytics,
or destroy and remove from all computers, hard drives, networks, and other
storage media, all copies of any materials licensed pursuant to this Agreement
and any Confidential Information in Licensee’s possession, and shall certify
to Polygon Analytics that such actions have occurred. Sections 3, 4, 6, 8-16
and 18 shall survive termination of this Agreement.

14. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS

14.1 Licensee may not, directly or indirectly, by operation of law
or otherwise, assign all or any part of this Agreement or Licensee’s
rights under this Agreement or delegate performance of Licensee’s duties
under this Agreement without Polygon Analytics’s prior consent, which
consent will not be unreasonably withheld. Polygon Analytics may, without
Licensee’s consent, assign this Agreement to any Affiliate or in connection
with any merger or change of control of Polygon Analytics or the sale of all
or substantially all of its assets provided that any such successor agrees
to fulfill its obligations pursuant to this Agreement. Subject to the
foregoing restrictions, this Agreement will be fully binding upon, inure to
the benefit of and be enforceable by the parties and their respective
successors and assigns.

14.2 This Agreement, together with the Service Agreement related to Licensee’s
subscription to the Services by and between Licensee and Polygon Analytics
and the Privacy Policy constitute the entire agreement among the parties with
respect to the subject matter of this Agreement. Either party’s failure to
enforce at any time any provision of this Agreement does not constitute a
waiver of that provision or of any other provision of this Agreement.

15. SALVATORIAN CLAUSE OF SEVERABILITY

If any provision in this Agreement is held by a court of competent
jurisdiction to be unenforceable, such provision shall be modified by
the court and interpreted so as to best accomplish the original provision
to the fullest extent permitted by law, and the remaining provisions of
this Agreement shall remain in effect.

16. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. This Agreement does not create a
partnership, franchise, joint venture, agency, fiduciary or employment
relationship among the parties.

17. NOTICE

All notices to be provided by Polygon Analytics to Licensee under this
Agreement may be delivered in writing (a) by nationally recognized
overnight delivery service ("Courier") or UK mail to the contact
mailing address provided by Licensee to Polygon Analytics; or (b) electronic
mail to the electronic mail address provided for the Account owner related
to Your subscription to the Service. Licensee must give notice to Polygon
Analytics in writing by Courier or UK Mail to the following address:
Polygon Analytics Limited, Attn: Legal Counsel, Caledonian Exchange,
19a Canning Street, Edinburgh, Scotland, EH3 8HE, United Kingdom.
All notices shall be deemed to have been given immediately upon delivery 
by electronic mail, or if otherwise delivered upon receipt or, if earlier,
two (2) business days after being deposited in the mail or with a Courier
as permitted above.

18. GOVERNING LAW

This Agreement shall be governed by the laws of Scotland, the United Kingdom,
and the European Union without reference to conflict of law principles. 
Any disputes under this Agreement shall be resolved in a court of general
jurisdiction in Edinburgh, Scotland, United Kingdom. You hereby expressly
agree to submit to the exclusive personal jurisdiction of this jurisdiction
for the purpose of resolving any dispute relating to this Agreement or access
to or use of the Services by You, Agents or End Users.