1 Acceptance of Terms
Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with Oodle in any way, your only recourse is to immediately discontinue use of the Site and the Service.
These Terms may be updated by Oodle. You understand and agree that you are solely responsible for reviewing these Terms from time to time. You can always review the most current version of these Terms at http://developer.oodle.com/oodle-api-terms-use. Any continued use of the Software or Service by you after such amended Terms have been posted or information regarding such amendment has been sent to you, shall be deemed your consent and agreement to such amended Terms.
2 Description of Services
2.1 Service. Oodle will provide results ("Results") from Oodle's classifieds index that will be displayed on Your site(s). Results are links provided by the Oodle API. Each Result will include the following items provided by the Oodle API:
(a) the URL for the listing on a third party website
(b) the name of the source that hosts the listing ("Source Name")
(c) text summarizing the listing, and
(d) when available, graphics or photographs
Should the Oodle API provide the full description of the listing (to enable You to better integrate the content), You agree not to display the contents of this field.
2.2.1 Attribution. You agree to attribute every Result with a Source Name. Additionally, you will provide attribution to Oodle in one of the following ways:
(a) a collection of Results with a 'classifieds by Oodle' title
(b) a collection of Results with a 'powered by Oodle' logo (see our Oodle Logos page)
(c) an individual result with 'via Oodle.com' appended to the Source Name
This attribution will substantially conform to the screenshots set forth below.
184.108.40.206 Example of a collection of Results with a 'classifieds by Oodle' title
220.127.116.11 Example of a collection of Results with a 'powered by Oodle' logo
18.104.22.168 Example of individual results with 'via Oodle.com' appended to the Source Name
2.2.2 Linking. You are required to provide a hyperlink to www.oodle.com on every page with Results. This link could be provided through the attribution described Section 2.2.1 or through a separate link on the page that substantially conforms to one of the following: 'web classifieds provided by Oodle', 'other classifieds by Oodle' or 'additional classifieds via Oodle.'
2.2.3 Oodle Brand Guidelines. The Oodle logo must always stand alone (not be combined with any other graphical elements) or be placed against a high-contrast background. It must not be altered in any way (i.e, taken apart, changed in proportion, color or fonts, or otherwise altered from the art supplied by Oodle, Inc). You must display the Oodle logo in a positive manner and not use it to depict Oodle in a negative way.
2.2.4 Oodle Content. All hyperlinks associated with data provided by Oodle must navigate directly to Oodle. You must use the URLs provided by the Oodle API and you may not alter those URLs in any way.
2.3 Aggregation. If Your site has its own online classified listings, You agree to send Oodle a feed of these listings. Oodle will process this feed as frequently as the listings are updated (but no less than once a day). The parties will mutually agree on a feed format.
2.4 Conditions. Oodle will provide You with a key ("Key") for accessing the Oodle API. You represent that all information You submitted in order to obtain the Key is true and accurate.
2.4.1 You agree to:
(a) use the Key whenever You access the Oodle API
(b) only use the Oodle API and the Key to enable users of Your site to browse or search Results
2.4.2 You agree not to:
(a) allow any entity other than You to use the Key
(b) create any input or data for any other search crawler robot, or spider
(c) directly feed data into any internal data mining application
2.5 Resellers and Aggregators. Resellers, that might use the Oodle API or key to power a website for another company, and Aggregators, that compile listings from multiple sources, are prohibited from using the Oodle API per this Agreement. They should contact Oodle to discuss other arrangements.
3.1 Limited Warranty. Oodle warrants to You that the Results and the Oodle API will be provided in manner consistent with generally accepted industry standards.
3.2 Warranty Disclaimer. EXCEPT AS SET FORTH IN SECTION 3.1, OODLE MAKES NO PERFORMANCE REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES COVERED BY OR FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (A) OF MERCHANTABILITY, (B) OF FITNESS FOR A PARTICULAR PURPOSE, (C) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, AND (D) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
4 Limitation of Liability
Neither party is liable to the other for consequential, incidental, indirect, punitive or special damages, including loss of profits, however caused and regardless of legal theory or foreseeability, directly or indirectly arising under this Agreement.
5 Term and Termination
5.1 Term. Unless earlier terminated in accordance with Section 6.2, this Agreement will commence on the Effective Date and remain in full force and effect for one year from the Effective Date. Thereafter, unless notice of non-renewal is sent no later than 30 days prior to the expiration of the Initial Term or then-current term, this Agreement will renew automatically for successive one year terms, unless terminated in accordance with this Agreement.
5.2 Termination. In addition to any and all other rights a party may have available according to law either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and/or your access to and use of the Key, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Key shall immediately cease.
5.3 Survival. The following Sections will survive termination or expiration of this Agreement: Sections 4, and 6.6.
6.1 Entire Agreement. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
6.2 Publicity. Oodle reserves the right to use Your implementation of the API as an example in its press releases and any other publicity materials as well as the right to link to your site.
6.3 Severability. Any term or provision of this Agreement which is held to be invalid, void, unenforceable or illegal will in no way affect, impair or invalidate the remaining terms or provisions, which will remain in full force and effect, consistent with the original intent of the parties. However, if such provision is an essential element of the Agreement, the parties shall promptly attempt to negotiate a substitute.
6.4 Independent Contractors. The relationship between You and Oodle established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.
6.5 Amendment. This Agreement may be modified or amended in writing, if the amendment is agreed upon and signed by both parties obligated under this Agreement.
6.6 Governing Law.This Agreement shall be construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
6.7 Notice. Where written notices, demands, or other communications are required under this Agreement, they shall be deemed duly given when made in writing and delivered to the other party's address listed above. Addresses may be changed by written notice to the other party. Notices shall be delivered by hand, overnight courier service or certified mail, return receipt requested. Notification will be deemed to have taken place upon delivery, if delivery is by hand, overnight courier service or 5 calendar days after posting if sent by certified mail.
6.8 Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld, except in connection with a merger, acquisition, reorganization, 'spin-off' transaction or sale of all or substantially all of the assets to which this Agreement pertains.