Terms & Services

These Application Programming Interface (API) Guidelines (“Guidelines”) supplement the Client Contract (“Client Contract”) you are entering into with Click Sales, Inc. (“Heystaxe”). BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THE CLIENT CONTRACT AS PART OF YOUR REGISTRATION WITH Heystaxe, YOU OR YOUR REPRESENTATIVE(S) AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE GUIDELINES.
These Guidelines contain the terms and conditions that apply to your use of the Heystaxe application programming interface (“API”) in connection with the Heystaxe Services. Capitalized terms used but not defined in these Guidelines shall have the same meanings ascribed to them in the Client Contract.
By building applications that interact with Heystaxe’s products and services (the “Heystaxe Services”) or using the Heystaxe API, including but not limited to requesting authentication credentials or making calls to the Heystaxe API, You unconditionally consent and agree to be bound by and a party to this Agreement.
This Agreement sets forth the rules around use of the Heystaxe Services, the Heystaxe API, and content shared on Heystaxe that is accessible (through the Heystaxe API or otherwise) for application development. Our hope is to encourage a thriving ecosystem of applications built on top of Heystaxe, balanced against protection of our network, our vendor’s products, affiliates and our business. If you have questions or comments about this Agreement, or if you seek a waiver from certain provisions herein, please submit these via our Vendor and Affiliate support form.

1.

Purpose
a. Use of Licensed Materials. This Agreement governs Your use of the following, all of which collectively are the “Licensed Materials”: (a) the API of Heystaxe and any accompanying or related documentation, source code, executable applications and other materials (collectively, the “Heystaxe API”), including, but not limited to, materials made available through Heystaxe’s developer website (the “Developer Website”), as modified from time to time; (b) information related to blogs and websites hosted by Heystaxe (the “Blogs”); (c) individual posts made on Heystaxe Blogs (the “Posts”); (d) Heystaxe user profile information (“Heystaxe User Information”); and (e) any other content made available through the Heystaxe API, including but not limited to private messages sent and/or received by Heystaxe users and native Heystaxe actions such as Heystaxe re-blogs, replies and likes (collectively with the Blogs, the Posts and Heystaxe User Information, the “Content”).
b. Use of Heystaxe Marks. This Agreement also governs Your use, and restrictions on such use, of Heystaxe’s name, trademarks, service marks, logos and other branding made available for use in connection with the Licensed Materials (the “Heystaxe Marks”).

2.

License.
Subject to the terms and conditions of this Agreement, including the restrictions set forth in Section 3, Heystaxe grants to You a nonexclusive, nontransferable, nonsublicensable, worldwide, revocable right and license during the Term to: (a) use and make calls to the Heystaxe API and to make use of the Heystaxe Services (and Licensed Materials accessible therefrom) to develop, implement and distribute software applications, services or products (“Your Applications”) that interact with the Heystaxe Services; (b) use, reproduce, distribute, transmit, display and perform the Content, and modify (i.e., alter in any manner) the Content only to the extent necessary to format and display it through Your Applications and (c) use and display the Heystaxe Marks solely to identify that the Licensed Materials originate from the Heystaxe Services. Licensed Materials do not include those applications that use or access the Heystaxe API or the Heystaxe Services in order to monitor the availability, performance, or functionality of the Heystaxe API or the Heystaxe Services, for any other benchmarking or for other competitive purposes. As part of allowing applications to be built on and connected to Heystaxe’s products and services, whether or not using the Heystaxe API, we give You access to tools, including the API itself, the developer documents and content posted to Heystaxe Help. This license gives you the right to use the Licensed Materials to make apps of all kinds, and also gives you the right to use Heystaxe’s Marks to identify that the apps that are built on top of Heystaxe’s products and services.

3.
Restrictions.
The licenses granted in Section 2 are explicitly conditioned on Your adherence to the following restrictions.
a. Compliance with this Agreement, Policies and Guidelines. You must comply with the restrictions set forth in this Agreement, the Heystaxe Client Contract, the Heystaxe Privacy Policy, the Heystaxe DMCA Policy and Trademark Guidelines and the Heystaxe Network Abuse Policy. If Heystaxe believes, in its sole discretion, that You have violated or attempted to violate any term, condition or the spirit of this Agreement, Your license to and ability to use and access the Licensed Materials may be temporarily or permanently revoked, with or without notice to You.
b. Obtaining and Maintaining an API Key. In order to use the Heystaxe API, You must obtain API credentials (an “API Key.”) You may not share Your API Key, You must keep such API Key secure and You shall use it as Your sole means of accessing the Heystaxe API.
c. User Login. Licensed Applications shall present users with the ability to log into the Heystaxe Services through the Heystaxe API. Users without an account on the Heystaxe Services shall be presented with an opportunity to create such an account.
d. No Substantial Replication. You shall not substantially replicate products or services offered by Heystaxe, but You are permitted to create specialized versions or extensions of such products or services. For example, You are not permitted to fully replicate the Heystaxe Analytics product, but You may create specialized views of Content from a user’s analytics or cross-platform variants of the Heystaxe analytics. In addition, You shall not use the Licensed Materials or other information collected from users of Licensed Applications to create or maintain a separate blogging platform, social network or other social service.
e. No In-Stream Advertising; No In-Network Promotions. You shall not, in any manner, display any form of advertising within a stream of Content received by a user of a Licensed Application. In addition, advertisements cannot replicate the look and feel of, or reasonably be confused by users as, Heystaxe Content and should be clearly separated from the Content. In addition, Licensed Applications may not promote any Content to or within the Heystaxe network (“In-Network Promotions”). For example, Licensed Applications may not create ranking systems or directories for Heystaxe blogs or posts and promote those rankings or directories within or outside of the Heystaxe Services.
f. No Marketplaces or Other Aggregators or Repositories of Code or Applications. You may not create marketplace or other aggregator or public repository of code or applications the purpose of which is to collect items substantially based on the Licensed Materials, including Licensed Applications (a “Marketplace”), regardless of whether or not such Marketplace charges for such items. Such Marketplaces include, but are not limited to, collections of Heystaxe themes, collections of Heystaxe extensions or plugins and non-general purpose collections comprised solely of Licensed Applications. Heystaxe should be the single point of origin for any apps, extensions, or code that we provide tools to aggregate.
g. No Export for the Purpose of Replication, Repackaging or Resale. You may not, under any circumstances, export Content to a datastore intended to replicate, in whole or in part, Heystaxe’s datastore, nor shall You repackage and/or resell the Licensed Materials, including any Content, in any manner. For the sake of clarity, this restriction is not intended to apply to Licensed Applications that may, at the request of a user, export such user’s Content for the purposes of data portability.
h. No Compromising Heystaxe Security. You are not permitted to use the Licensed Materials in any manner that does or could potentially undermine or compromise the security of the Heystaxe Services or the Licensed Materials. In addition, You shall not, and shall not attempt to, interfere with, modify or disable any features, functionality or security controls of the Heystaxe Services or the Heystaxe API, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Licensed Materials, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Heystaxe Services or the Heystaxe API.
i. Reporting Security Vulnerabilities and Unauthorized Access. You shall immediately report to Heystaxe any security vulnerability You discover in any of the Heystaxe Services or the Licensed Materials. Heystaxe reserves the right, in its sole discretion, to determine what constitutes a security vulnerability. You shall further immediately report any actual or suspected unauthorized access to the Heystaxe API using Your API credentials. Failure to immediately report such vulnerabilities or unauthorized accesses shall be considered a material breach of this Agreement.
j. No Phishing, Malware or Identity Theft. You shall not publish or link to malicious content intended to damage, disrupt or exploit a user’s browser, computer or Heystaxe account or to compromise a user’s privacy or credentials in any manner. In addition, You shall not collect, or try to collect, a user’s Heystaxe credentials, including but not limited to usernames or passwords.
k. No Spamming. You shall not use the Heystaxe Services or Heystaxe API, and shall not create Licensed Applications, for the purpose of “spamming.” Heystaxe reserves the right, in its sole discretion, to determine what actions constitute “spamming,” and include posting numerous substantially identical pieces of Content, posting misleading or obfuscated links and executing a large number of native Heystaxe actions in a short period of time.
l. Respect for API Limitations. You shall respect and comply with the letter and the spirit of the programmatic limitations of the Heystaxe API, as set forth in the API documentation, and the restrictions of this Agreement in designing and implementing Licensed Applications. For example, You shall not work around any explicit Heystaxe API limitation using a series of non-API calls, even if such work-arounds are possible by avoiding use of the Heystaxe API. Specific prohibited actions include the process of “page scraping,” which is the process of downloading and parsing whole Heystaxe pages in order to build Your Applications with capabilities beyond those intended to be provided by the Heystaxe API. In addition, You shall comply with any limitations on the frequency of access, calls and use of the Heystaxe API as provided to You by Heystaxe from time to time.
m. No Content Modifications. Heystaxe delivers Content for use under this Agreement, including materials created by or otherwise originating from Heystaxe and delivered as part of such Content (“Heystaxe Content”). You shall not make any modifications to any Content, other than to modify the formatting of such Content in order to display it in a manner appropriate for the pertinent Licensed Applications. For example, Licensed Applications should not highlight data results within a display and externally link that data. In addition, You shall not remove, block or otherwise prevent delivery of any Heystaxe Content, including but not limited to any promotional content such as the Heystaxe knowledge base material.
n. No Circumvention or Reverse Engineering; Maintenance of Proprietary Notices. You shall not, and shall not attempt to: (i) interfere with, modify or disable any features or functionality of the Heystaxe Services or Heystaxe API, including, without limitation, any mechanisms used to restrict or control the Heystaxe Services or Heystaxe API, such as anti-circumvention measures; (ii) translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Heystaxe Services or the Licensed Materials; (iii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Heystaxe Services or the Licensed Materials; or (iv) remove or modify any proprietary notices, attribution or marks from or delivered as part of the Heystaxe Services or the Licensed Materials.
o. Genuine Actions. You shall not create Licensed Applications with capabilities that in any way do not reflect explicit, genuine expressions of user intent and permission. For example, Your Applications should not automatically create contracts, should not establish joint venture relationships, or set affiliate commission values that the user has not explicitly authorized without (1) a specific interaction informing a user that such user is entering an agreement and (2) an explicit action by such user evincing permission for making such agreement.
p.Indicating Use of the Heystaxe Services and the Heystaxe API. In a prominent location in all Licensed Applications, You should, to the extent reasonable based on the nature of the Licensed Application, indicate that such Licensed Applications have been created using the Heystaxe Services and/or the Heystaxe API, and shall comply with the Heystaxe Trademark Guidelines in doing so.
q. Use of Heystaxe Marks. You may not, under any circumstances: (i) include in or use the Heystaxe Marks, or any marks that are confusingly similar to or derivative of the Heystaxe Marks (“Confusing Marks”), as part of Your trade name (registered or otherwise), logos or other identifiers; (ii) include in or use the Heystaxe Marks or any Confusing Marks as part of any names, domain names logos or other identifiers of Your Applications; or (iii) use the Heystaxe Marks or Confusing Marks in a manner that creates or may create a sense of endorsement, sponsorship or association with Heystaxe, unless expressly permitted by Heystaxe, in writing, to do so. All use of the Heystaxe Marks, and any goodwill arising out of such use, shall inure to the benefit of Heystaxe. You may freely state and disclose that You are using the Heystaxe Services or the Heystaxe API, as long as You adhere to all restrictions on using the Heystaxe Marks set forth in this Agreement, the Heystaxe Trademark Guidelines, and the Client Contract.
r. No Misleading Users. You may not, under any circumstances, whether within a Licensed Application or in materials discussing or concerning a Licensed Application, mislead, confuse or cause misapprehension among users as to the features, functionality, origin, capabilities or other aspects of said Licensed Application, the Heystaxe Services or the Heystaxe API. You should not advertise or otherwise discuss your application in a way that confuses or misleads users about the application or about Heystaxe.
s. Monitoring. Heystaxe reserves the right to monitor Your use of the Licensed Materials for any reason or no reason, including to ensure Your compliance with the terms and conditions of this Agreement.
t. Reporting and Statistics. You shall ensure that Your applications properly use all reporting functionality that is made available through the Heystaxe API that are used in or by Your applications.

1.
Modifications.
You acknowledge and agree that Heystaxe may modify this Agreement, the Heystaxe Services, the Heystaxe API and Heystaxe Content Policy from time to time (a “Modification”). Except for modifications of the Heystaxe Services, You will be notified of a Modification through notifications or posts on the Developer Website or through a form of direct communication from Heystaxe to You including but not limited to e-mail or notifications through the Heystaxe Services (“Client Notice”). You further acknowledge and agree that the Heystaxe Services and the Licensed Materials may be modified at any time and without any notice to You. You 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)) comply with such modification(s) by implementing and using the most current version of the Heystaxe API and making any changes to Your Applications that may be required as a result of such Modification(s). You acknowledge that a Modification may have an adverse effect on Your Applications, including but not limited to changing the manner in which Your Applications communicate with Heystaxe Services and display Content. You acknowledge that Your sole recourse for such adverse effects is to terminate this Agreement pursuant to Section 10, and that Your continued access to or use of the Heystaxe Services or any Licensed Materials following such thirty (30) day period shall constitute binding acceptance of the Modification(s) at issue. Heystaxe will attempt, but is not obligated, to provide thirty (30) days notice of any Modification that is not backwards compatible or that Heystaxe reasonably believes will remove or materially alter significant functionality of the Heystaxe API.

2.
Ownership.
a. Heystaxe. You acknowledge and agree that Heystaxe and its licensors, retain all worldwide right, title and interest in and to the Licensed Materials, including all worldwide intellectual property rights therein. You also acknowledge and agree that, as between You and Heystaxe, Heystaxe owns all right, title and interest in and to the Heystaxe Services, the Heystaxe API, the Heystaxe Marks, and any derivative works or enhancements thereof, including but not limited to all worldwide intellectual property rights therein. You agree not to act in any manner inconsistent with such ownership rights. Any of Heystaxe’s rights not expressly granted under this Agreement are retained. You agree that You will not challenge Heystaxe’s ownership of the Heystaxe Marks, challenge the validity of the licenses granted under this Agreement, or otherwise copy or exploit the Heystaxe Marks during or after termination of this Agreement, except as expressly authorized under this Agreement. If You acquire any rights in the Heystaxe Marks or any confusingly similar marks, by operation of law or otherwise, You will, at no expense to Heystaxe, immediately effectuate an assignment of such rights to Heystaxe.
b. You. As between You and Heystaxe, You retain all worldwide right, title and interest in and to Your Applications, excluding the Heystaxe Services, the Licensed Materials, the Heystaxe Marks, and any derivative works or enhancements thereof, including but not limited to all intellectual property rights therein.
c. Feedback. You may provide Heystaxe with feedback or comments related to the Licensed Materials and/or Your experience with and use thereof (“Feedback”). You agree that Heystaxe and its designees and assigns shall be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate and otherwise use Feedback, including all derivative works thereof, for any and all purposes, commercial or otherwise, with no obligation of any kind to You.

1.
Support.
This Agreement does not entitle You to any support for the Licensed Materials, unless You make separate arrangements with Heystaxe for such support. Any such support provided by Heystaxe shall be subject to the terms of this Agreement as modified by a separate support agreement. You are solely responsible for providing all support and technical assistance to end users of the Licensed Applications. You acknowledge and agree that Heystaxe has no obligation to provide support or technical assistance directly to Your end users and You shall not represent to any of its end users that Heystaxe is available to provide such support.

2.
Privacy.
a. Heystaxe User Information. To the extent You have access to and are permitted to use Heystaxe User Information through the Licensed Materials, such access and use shall be in accordance with the then-current Heystaxe Privacy Policy. You shall take reasonable efforts to ensure that Heystaxe User Information disclosed in Content, inadvertently or otherwise, is not exploited for improper purposes such as identity theft, fraud or spamming.
b.Your User Information. You may collect information relating to users of Your Applications (“Your Application User Information”). If You collect Your Application User Information, You shall provide to users an applicable privacy policy that clearly and accurately discloses Your information collection, storage and sharing practices, including the extent to which such Your Application User Information is disclosed to third parties such as Heystaxe. Your privacy policy must: (i) comply and be consistent with all applicable laws, including but not limited to data protection regulations in applicable territories; (ii) allow disclosure of Your Application User Information to Heystaxe, to the extent necessary for Your use of the Heystaxe API and other Licensed Materials, in accordance with the then-current Heystaxe Privacy Policy; and (iii) be no less protective of applicable end users than the then-current Heystaxe Privacy Policy.

1.
Confidentiality.
You may gain access to Heystaxe’s proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information that is either marked as “confidential” or disclosed in such a manner that it would be apparent it should be treated confidentially (“Confidential Information”). You may use Confidential Information only to the extent necessary to exercise Your rights under this Agreement. You may not disclose Confidential Information to a third party without the prior express consent of Heystaxe, provided in writing or by email. You agree to protect Confidential Information from unauthorized use, access, or disclosure in the same manner that You would use to protect Your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

2.
Term and Termination.
Survival. This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section. Either party may terminate this Agreement at any time, for any reason. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, You shall cease using, and either return to Heystaxe, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Licensed Materials, Heystaxe User Information and any Confidential Information in Your possession, and You shall certify to Heystaxe that such actions have occurred. Sections 3, 5, 6, 8 and 10-15 shall survive termination of this Agreement.

3.
Representations and Warranties.
You represent and warrant that: (i) You have the necessary power and authority to enter into this Agreement, and that the performance of Your obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom; (ii) You shall maintain, throughout the Term, all required rights and licenses related to the Licensed Applications and the Licensed Applications shall not infringe or otherwise violate any third party rights, including but not limited to third party intellectual property rights; and (iii) Your uses of the Licensed Materials do and shall comply with all applicable foreign, federal, state and local laws, rules and regulations.

4.
Indemnification by You.
You will indemnify and hold Heystaxe, its subsidiaries, affiliates, officers, employees and agents harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses brought by a third party arising out of or in connection with: (i) any act or omission by You in connection with Your use of the Heystaxe Services or the Licensed Materials; (ii) Your use of the Heystaxe Services or the Licensed Materials other than as expressly allowed by this Agreement; (iii) Your breach of this Agreement, including but not limited to Your representations and warranties herein; or (iv) any Licensed Application.

5.
Disclaimer.
The Heystaxe Services and the Licensed Materials are provided “as is” without warranty of any kind. Heystaxe disclaims all warranties, whether express, implied or statutory, regarding the licensed materials and the Heystaxe services, 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, non-infringement of third-party rights and any warranties or conditions arising out of course of dealing or usage of trade. Further, Heystaxe disclaims any warranty that Your use of the Heystaxe Services or the Licensed Materials will meet any or all of Your requirements or that such use will be uninterrupted, error-free, virus-free or secure. Some states do not allow the exclusion or limitation of implied warranties, so the above limitations and exclusions may not apply to you.

6.
Limitation of Liability.
In no event shall Heystaxe be liable to You for any special, incidental, indirect, direct, exemplary, punitive, compensatory or consequential damages (including loss of use, data, business or profits) arising out of or in connection with this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Heystaxe has been advised of the possibility of such loss or damage. Any claim arising out of or relating to this Agreement must be brought within one (1) year. In any case, Heystaxe’s aggregate liability under this Agreement will not exceed fifty U.S. dollars (US$50.00). The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

7.
Miscellaneous
This Agreement, the Client Contract, the Heystaxe Trademark Guidelines, the Heystaxe Content Policy, the Heystaxe Terms of Service and the Heystaxe Privacy Policy together constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede and merge all prior proposals, understandings and contemporaneous communications, whether oral, written or electronic. If and to the extent there is a conflict between any provision of this Agreement and the Client Contract, the provision in the Client Contract shall control. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of Heystaxe or pursuant to Section 4 (Modifications). You may not assign any of the rights or obligations granted under this Agreement, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of Heystaxe, and any attempted assignment in violation of this paragraph is void. Heystaxe may assign, transfer or delegate any of its rights and obligations hereunder without notice or consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Boise County, Idaho. The section and paragraph headings in this Agreement, along with all provided annotations, are for convenience only and shall not affect the interpretation of this Agreement. The failure of Heystaxe to enforce any part of this Agreement shall not constitute a waiver of its right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that Heystaxe will waive compliance in the future. In order for any waiver of any covenant or right under this Agreement to be binding, such waiver must be memorialized in a writing duly authorized by Heystaxe. Unless otherwise specified, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. All notices to Heystaxe shall be submitted via our Vendor and Affliliate support form. All notices to You shall be sent to the location specified in Your Heystaxe API access registration information.