TripExcess API Terms of Use

The following terms and conditions govern your access and use of the TripExcess application programming interface that is made available on this Web site (the “
API
”).
By accessing or using the API offered by Worldwide Facilities, LLC (“
Worldwide
”) on our Website (“
Site
”), you agree to be bound by these API terms. If you access or use the API on behalf of a company, principal or other entity, you represent and warrant that you have authority to bind such entity and its affiliates to these API terms and that it is fully binding upon them. In such case, the term “you” will refer to such entity and its affiliates. If you do not have authority, or if you do not agree with these API terms, you are not authorized to, and shall not, access or use the API.
Purpose
The API is made available to permit you or your organization to directly link its website to the TripExcess Site to apply for and purchase excess liability insurance coverage for members of Spot Excess Purchasing Group, Inc. (the ‎‎“
Insurance
”)‎. Any use of the API that is competitive or inconsistent with the purchase of Insurance is expressly prohibited. We reserve the right to continually review and evaluate all uses of the API. Worldwide reserves the right to request information related to your use of the API and your compliance with these API terms. Failure to respond in a timely and complete manner may result in termination of your right to access and use the API.
Changes
We reserve the right to modify or revise these API terms at any time in its sole discretion. Your continued use of the API after the effective date of any such changes will constitute your acceptance of and agreement to such changes. If YOU DO NOT WISH TO BE BOUND TO ANY NEW TERMS, YOU MUST IMMEDIATELY CEASE USING AND ACCESSING THE API.
Registration
In order to access or use the API, you must first set up an account in our secure authentication system on our Site and receive an API Token (“
Token
”). You must provide complete and accurate information as part of your registration process. You may request multiple Tokens for your organization. You will not share your Tokens with anyone outside your organization and will notify us immediately if a Token is, or you suspect is, lost or compromised.
License
Worldwide grants you a non-exclusive, revocable, non-sublicensable, non-transferable license to use the API solely within the United States in connection with your website permitting the purchase of Insurance directly through your website. You may not use the API for any other purpose. All rights not expressly granted to you hereunder are fully reserved.
Non-Permitted Purposes; API Restrictions
You agree that you will not, and will not assist or enable others to: (a) modify the Insurance or API; (b) create or disclose metrics about, or perform any statistical analysis of, the API; (c) use the API on behalf of any third party; (d) copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile, modify or alter any part of the API; (e) use the API in a manner that impacts the stability of our servers or impacts the behavior of other applications using the API; (f) access the API to make more than 600 requests per minute from a single IP address or referencing the same Token (or exceed any other request limits established by us from time to time in our sole discretion); (g) use the API in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of publicity, or which otherwise may be harmful (in our sole discretion) to Worldwide, its affiliates, partners, licensors, providers, suppliers, or end users; (g) use the API for any unlawful purpose, or 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 and/or other malicious programs or code; unsolicited mass distributions of e-mail (“spam”), direct marketing and/or telemarketing activities, hate materials; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; prostitution, fireworks, explosives and/or other hazardous materials.
Proprietary Rights
As between you and Worldwide, the API and all intellectual property rights contained therein are and will at all times remain the sole and exclusive property of Worldwide or its licensors. You acknowledge and agree that the technology embedded in and used to create the API constitutes the valuable trade secrets, intellectual property and know-how of Worldwide and its licensors.
Termination
We reserve the right, in our sole discretion (for any reason or for no reason) and at any time without notice to you, to change, suspend or discontinue the API and/or suspend or terminate your right to access and use the API. Any discontinuation of the API will also immediately terminate all the licenses granted to you hereunder. Upon any such discontinuation, you will promptly delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in your possession or under your control, and promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API.
Indemnity
You agree that your use of the API is solely at your own risk and you agree to hold harmless, defend and indemnify Worldwide and its partners, licensors, subsidiaries, affiliates, and their respective officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fee) arising from, or in any way related to your or your end users’ use or implementation of the API.
No Warranties; No Support
The API is provided “as is,” “with all faults” and “as available” without warranty, of any kind and at your sole risk. Worldwide disclaims all warranties, representations, conditions, and duties, whether express, implied or statutory, regarding the API, including, without limitation, any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment and non-infringement of third-party rights. Further, Worldwide disclaims any warranty that your use of the API will be uninterrupted, secure, timely or error free. For the avoidance of doubt, you acknowledge and agree that your use of the API does not entitle you to any support for use of or access to the API.
Limitation of Liability
The API is provided free of charge. Accordingly, you agree that Worldwide shall have no liability to you or any of your end-users arising from or based on your access to and use of the API. In no event shall Worldwide or its licensors, partners, subsidiaries, affiliates, and their respective officers, agents, employees, contractors and service providers be liable to you or to any third party under any tort, contract, negligence, strict liability or other legal or equitable theory for any lost profits, lost or corrupted data, computer failure or malfunction, interruption of business, or other special, indirect, incidental or consequential damages of any kind arising out of the use or inability to use the API, even if advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable. Worldwide’s maximum liability for your use of the API shall not, in any event, exceed US$50.00.
Limited Relationship
Worldwide and you are, and will remain, independent contractors, and nothing in these API terms will be construed as creating an employer-employee, principal-agent, partnership or joint venture relationship. Although you are permitted to make public statements concerning your use of the API, you agree not to make any statements, without the prior written consent of Worldwide, implying a different kind of relationship between you and Worldwide, including any express or implied endorsement of your content, products, or services by us. You do not have any authority of any kind to bind or otherwise act on behalf of Worldwide or any of its affiliates in any respect whatsoever.
Miscellaneous
These terms and any disputes arising from or relating to the interpretation thereof or your use of the API, will be governed by and construed under the laws of the State of New York without regard to its conflict of law provisions.