BY CHECKING THE BOX NEXT TO “AGREE” BUTTON OR INTERACTING IN ANY WAY WITH THE STOCKX LLC (“STOCKX”) API, DATA OR SERVICES (AS DEFINED BELOW), YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT ("YOU" or “ENTITY”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS LICENSE (“AGREEMENT”). IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO DO SO.
IF YOU DO NOT AGREE TO THESE TERMS OR ARE NOT AUTHORIZED TO BIND YOURSELF, DO NOT CLICK THE “ACCEPT” BUTTON AND YOU ARE NOT PERMITTED TO USE THE STOCKX API.
1. Grant of License
1.1 StockX Services. Subject to the terms of this Agreement, StockX grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right and license to access and use for your internal use only (i) the StockX application programming interface, related documentation, tools and other product materials or information provided by StockX to allow you to receive information from StockX (the “StockX API”) and (ii) all data and information created, received, processed or provided by StockX through the StockX API (the “StockX Data”, and together with the StockX API, the “Licensed Materials”), in each case, solely to enable the integration of StockX Data into your software applications or databases (“Entity Applications”) that interface with StockX products and services (the “StockX Services”). For the avoidance of doubt, the Licensed Materials are for your internal use only. Any attempt by you to use the Licensed Materials for commercial use shall be considered a material breach of this Agreement.
1.2 Account and API Keys. As a condition to accessing the Licensed Materials on the terms set forth above, you must first provide StockX with certain information, including without limitation StockX account information. StockX may grant you access to the Licensed Materials in its sole discretion. To the extent Stock grants you access to the Licensed Materials, StockX will provide you with access code(s) (e.g., password, key, tokens, etc.; collectively “API Keys”) to access such Licensed Materials. You may not sell, transfer, sublicense or otherwise disclose your API Keys to any party other than those expressly permitted by this Agreement. You may not modify or attempt to circumvent the API Keys. You are responsible for maintaining the secrecy and security of your API Keys.
1.3 Revocation. StockX reserves the right to deny and/or revoke an Entity Application’s StockX API access for any reason. Such reasons may include, but are not limited to, that such Entity Application’s keys have been compromised, published, or shared, or such Entity Application has been abusive or in violation of this Agreement.
1.4 Modifications. StockX reserves the right, in its sole discretion to modify this Agreement at any time without notice. You shall be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon first posting or notification and your use of the Licensed Materials following any such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
1.5 Restrictions on Licensed Materials. Except as expressly and unambiguously authorized under this Agreement, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, aggregate, index, reverse engineer or decompile (except to the limited extent such restrictions are prohibited by applicable statutory law), derive source code or algorithms from, modify or alter, interfere with, defeat, avoid, disrupt, bypass, remove, disrupt or disable any part of the Licensed Materials or the StockX Services, (ii) circumvent or attempt to circumvent any restrictions on access to or use of the Licensed Materials, StockX Services or any of their constituent components, (iii) use the Licensed Materials or StockX Services for any unlawful purpose, including to phish, spam, or distribute malware to any end user, or (iv) otherwise use the Licensed Materials or the StockX Services on behalf of any third party. Entity Applications must only interact with the Licensed Materials or the StockX Services using these published API methods. You shall not work around any explicit StockX API limitation using a series of non-API calls, even if such work-arounds are possible by avoiding use of the StockX API. In addition, you shall comply with any limitations on the frequency of access, calls and use of the StockX API as provided to you by StockX from time to time. StockX expressly reserves the right in its sole discretion to limit the number and/or frequency of StockX API requests. Your use of the Licensed Materials must comply with all applicable laws, rules and regulations.
1.6 Restrictions on Use of StockX Data. You shall not archive or resell the StockX Data. You shall take reasonable steps, compliant with applicable laws, rules and regulations, to protect the StockX Data from unauthorized use, disclosure or access by third parties. You shall notify StockX of any security issues you become aware of. You shall not create Entity Applications that use StockX Data in any way that a reasonable person would likely deem inappropriate or otherwise unacceptable. StockX reserves the right to decide whether an Entity Application’s usage of the StockX Data is inappropriate.
2.1 Changes to the StockX Services. You acknowledge that StockX may change or republish APIs for any StockX Services or features of the StockX Services, or otherwise change such features from time to time, and that it is your obligation and responsibility to ensure that calls or requests you make to or via the StockX Services are compatible with then-current StockX API, interfaces and features of the StockX Services. StockX may attempt to inform you of any changes with reasonable notice so you can adjust your use of the StockX Services, but StockX is under no obligation to do so.
2.2 Non-Exclusivity. The rights granted by StockX in this Agreement are nonexclusive and StockX reserves the right to: (i) act as a developer of products or services related to any of the products that you may develop in connection with your use of the StockX Services and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with your Entity Applications, each subject to Paragraph 3 (Term and Termination) below.
2.3 Downtime and Suspensions. Your access to and use of the Licensed Materials and the StockX Services may be interrupted for the duration of any scheduled, unscheduled, or unanticipated downtime, suspension or other unavailability of any portion or all of the Licensed Materials or the StockX Services, for any reason and in StockX’s sole discretion, including but not limited to: (i) as a result of power outages, system failures or other interruptions, (ii) for scheduled and unscheduled downtime to permit maintenance or modifications to the Licensed Materials or the StockX Services, (iii) in the event of a denial of service attack or other attack or event that StockX determines may create any risk to StockX, you or any of StockX’s customers or licensees, or (iv) in the event that StockX determines that any StockX Service is prohibited by applicable law or otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons. StockX shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any downtime, suspension or other unavailability of the Licensed Materials or the StockX Services.
2.4 Entity Application and Support. You are solely responsible for any Entity Applications that make use of the Licensed Materials and the StockX Services, including any data, text, images or content contained therein. You acknowledge and agree that StockX has no obligation to provide support or technical assistance to you.
3. Term and Termination
This Agreement shall continue until terminated as set forth in this paragraph. Either party may terminate this Agreement, in whole or in part, for convenience at any time and for any reason without prior written approval, including but not limited to if you violate any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses and rights granted hereunder. Upon termination of this Agreement for any reason, you shall cease using, destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Licensed Materials. Paragraphs 4 (Ownership), 5 (Confidentiality), 6 (Warranty Disclaimer), 7 (Limitation on Liability), 8 (Indemnification) and 9 (Miscellaneous) shall survive termination of this Agreement.
4.1 StockX Services. As between you and StockX, the StockX Services and the Licensed Materials, and any and all content, documentation, code, data and related materials made available through the same, any and all data and information collected and/or derived from the same, and all intellectual property rights in and to all of the foregoing, are and shall at all times remain the sole and exclusive property of StockX and its licensors and are protected by applicable intellectual property laws and treaties. Notwithstanding the foregoing, the Entity Applications and all intellectual property rights therein shall remain your sole and exclusive property.
4.2 Intellectual Property Notices. You may not remove, obscure, or alter any notice of any StockX trademark, logo, or any copyright notice, patent notice or other marking signifying an intellectual property or proprietary right appearing on https://stockX.com (the “StockX Website”) or contained within the Licensed Materials or the StockX Services.
4.3 Feedback. You acknowledge that you may provide StockX with comments concerning the Licensed Materials and the StockX Services and your evaluation and use thereof, including bug reports, evaluations, proposed product integrations (and associated metrics and learnings) (“Feedback”). You agree that StockX and its designees will be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use the Feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.
5.1 Definition. You agree that business, technical and financial information disclosed by StockX, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of StockX and its licensors (“Confidential Information”). For the avoidance of doubt, all StockX Data is StockX’s Confidential Information. Confidential Information does not include information that (i) is previously rightfully known to you without restriction on disclosure, (ii) is or becomes known to the general public, through no act or omission on your part, (iii) is disclosed to you by a third party without breach of any separate nondisclosure obligation, or (iv) is independently developed by you without use of or reliance on the Confidential Information.
5.2 Restrictions. You hereby agree (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions you employ with respect to your own confidential materials), (ii) not to divulge any Confidential Information to any third person (except consultants acting on its behalf, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in this Agreement and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and be bound in writing to similar confidentiality obligations. You acknowledge and agree that due to the unique nature of StockX’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, StockX shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law.
6. WARRANTY DISCLAIMER
THE LICENSED MATERIALS AND THE STOCKX SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, STOCKX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS AND THE STOCKX 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, STOCKX DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE LICENSED MATERIALS AND THE STOCKX SERVICES WILL BE UNINTERRUPTED, ERROR FREE, VIRUS FREE OR SECURE.
7. LIMITATION OF LIABILITY
STOCKX AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF LOSS OR DAMAGE, (I) FOR ANY LOST PROFITS, LOSS OF USE, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (II) FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED, TO LOSS OF REVENUES AND LOSS OF PROFITS OR (III) FOR ANY AMOUNTS WHATSOEVER. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, STOCKX AND ITS LICENSORS SHALL HAVE ZERO AGGREGATE LIABILITY UNDER THIS AGREEMENT.
You agree that StockX shall have no liability whatsoever for any use you make of the Licensed Materials or the StockX Services. You agree to indemnify, defend and hold StockX, its affiliates and licensors, each of their respective business partners, employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with (i) your use of the Licensed Materials or StockX Services, (ii) any Entity Application, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of any Entity Application, (iii) your violation of any term or condition of this Agreement or (iv) you or your employees' or personnel's negligence or willful misconduct.
This Agreement shall be governed by and construed under the laws of the State of Michigan without giving effect to the principles of conflicts of law or the United Nations Conventions for the International Sale of Goods. The parties hereby agree that the sole and exclusive jurisdiction and venue for disputes arising in connection with this Agreement shall be the state and federal courts located in Detroit, MI. Your notices under this Agreement and questions regarding this Agreement should be directed to StockX by e-mail at email@example.com. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of any right under this Agreement and all waivers must be in writing. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is personal to you and you may not assign or transfer your rights for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without StockX’s prior written consent. Any action or conduct in violation of the foregoing shall be void and without effect. StockX expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties with respect thereto.