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FAMILYSEARCH API LICENSE AGREEMENT This FamilySearch API License Agreement (“Agreement”) describes the terms under which FamilySearch International, a Utah non-profit corporation (“FamilySearch”) offers You (as defined below) a license to use a FamilySearch application programming Interface (“API,” as defined below) provided by FamilySearch. IF YOU DO NOT ACCEPT OR DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, FAMILYSEARCH DOES NOT GRANT YOU A LICENSE TO USE THE API OR ANY OTHER RIGHT UNDER THIS AGREEMENT. 1. Definitions. a. “Agreement” means this FamilySearch API License Agreement and all other documents, agreements, and policies that are expressly incorporated into this Agreement by reference. b. “API” means FamilySearch’s application programming interface(s) in the form Family Search provides to You, including associated libraries, documentation, and other materials (excluding the API Instructions, as defined below) that FamilySearch may provide to You to enable You to interface with the Databases (as defined below) and/or the FamilySearch Site. The API may include, without limitation, FamilySearch’s “FamilyTree Module,” “Authentication Module,” “Collaboration Module,” and/or “Standard Authorities Module,” as those terms are defined in documentation provided by FamilySearch with the API (wherein such documentation is hereby incorporated herein). The API will not, unless otherwise agreed to in writing, include FamilySearch’s “Ordinance Module” or “Historical Records Module.” c. “API Instructions” means documentation, instructions, Sample Code (as defined below), and any other materials FamilySearch provides to You that: (i) provide instructions for creating a program or making Your Application (as defined below) compatible with the API and/or (ii) provide instructions for creating an application programming interface imitating the functionality of the API and its associated protocols, and which are hereby incorporated, in their entirety, into this Agreement. d. “Application Key” means information passed programmatically by an application calling the API for authentication to access the FamilySearch API. e. “Customer Information” means any information relating to, associated with, or provided by a FamilySearch User (as defined below) that You collect directly from users of Your Application and/or Your Site (as defined below), independent of FamilySearch. f. “Databases” collectively mean, and are strictly limited to, the data that supports and is called (at FamilySearch’s sole discretion) by FamilySearch’s “FamilyTree Module,” “Authentication Module,” “Collaboration Module,” and/or “Standard Authorities Module.” g. “Developers Site” means the FamilySearch developer website currently located at https://familysearch.org/developers/ or, at FamilySearch’s sole discretion, any other URL(s). h. “FamilySearch Content” means any piece of information stored in and/or retrieved from the Databases. The FamilySearch Content will not include information that You obtain independent of both FamilySearch and the API. i. “FamilySearch Logos” collectively means the FamilySearch logo, the FamilySearch certified logo, and any other logos described in the “FamilySearch Trademark and Logo Guidelines” available at https://familysearch.org/developers/partnering/agreements/FS-BrandGuidelines.pdf and https://familysearch.org/developers/partnering/agreements/TradeMark.pdf, as such guidelines (which are incorporated herein) may be updated from time to time by FamilySearch. Updates to the FamilySearch Trademark and Logo Guidelines will be effective ten (10) days after FamilySearch posts them online. j. “FamilySearch Site” means https://www.FamilySearch.org or, at FamilySearch’s sole discretion, any other URL(s). k. “FamilySearch User(s)” means any person or party who accesses any page on (or portion of) the FamilySearch Site. l. “FamilySearch User Agreement” means the most-current version of any user terms and conditions, rights and use information, policy, and/or privacy policy on the FamilySearch Site, as such may be updated by FamilySearch from time to time. m. “FamilySearch User Data” means any information relating to, uploaded by, or associated with any FamilySearch User and that is included in the FamilySearch Content and/or that You receive from FamilySearch, regarding any FamilySearch User and/or their activities on the FamilySearch Site.
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n. “Sample Code” means source code that FamilySearch makes available for download from https://familysearch.org/developers/docs/sample-app and source code located within documentation provided at https://familysearch.org/developers/docs. o. “Sublicensee(s)” means any and all end-users of Your Application (as defined below). p. “Permitted Use” has the meaning given to it below in Section 2(b). q. “Private Display” means the display to a FamilySearch User of a portion of the FamilySearch Content that is particular to such FamilySearch User and related solely to such FamilySearch User’s activities on the FamilySearch Site. r. “Public Display” means the display of FamilySearch Content to anyone other than the owner, originator, creator, or developer of such FamilySearch Content. s. “Third-Party Service Provider(s)” means any third-party service provider which is contracted by You to undertake any Permitted Use. In this regard, all Third-Party Service Providers are subject to all restrictions set forth herein. Accordingly, the parties agree that all such Third-Party Service Providers must each sign an agreement, indicating that they are bound to any and all applicable obligations set forth in this Agreement. t. “You” means you, or if you are entering into this Agreement on behalf of an entity that is specifically listed in the online API application (which is incorporated herein), you and that entity. If you are entering into this Agreement on behalf of such an entity, then you represent and warrant that you have all rights necessary to (and do hereby) bind such entity to this Agreement. u. “Your Application” means, and is limited to, the software application that is owned, operated, and developed by You to interact with the API and that is specifically named and described in the API online application You must complete to enter into this Agreement (“Online API Application”). v. “Your Site” means, and is limited to, a website that You own and operate, and listed in Your online API application. 2. License and Restrictions. a. API and Sample Code License. Subject to the terms and conditions of this Agreement, FamilySearch hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicenseable (except as set forth below in Section 4.b) license to use the API and the FamilySearch Content solely in accordance with this Agreement. Moreover, FamilySearch hereby grants You a limited, revocable, non-exclusive, nontransferable, and non-sublicenseable (except as expressly set forth below in Sections 2(b)(i), 2(b)(v), 2(b)(vi) and 4(b) and according to the terms of any open source license under which an open source project using the Sample Code is distributed) license to use the Sample Code and the API Instructions solely in accordance with this Agreement. b. Rights. You may do the following under this Agreement: i. Use the Sample Code within Your Application or within an open source project used to interface with the API; ii. Enable users of Your Site to interact with the Databases through the API and/or Your Application and retrieve from the Databases information that is necessary to facilitate a Permitted Use (as defined below in Section 2(b)) on the FamilySearch Site (e.g., to allow a user of Your Site and/or Your Application to pull FamilySearch Content from the FamilySearch Site) (Note: Nothing in this Agreement allows You to retrieve information from the Databases, unless such is necessary to allow a user of Your Site and/or Your Application to perform a Permitted Use); iii. Make limited, intermediate, ephemeral copies of the FamilySearch Content, but only as necessary to perform a Permitted Use, wherein such ephemeral copies may not be used (in any manner) for archival purposes or for any other purpose that is not explicitly set forth in this Agreement, and wherein all such ephemeral copies must be permanently and completely destroyed in a non-recoverable manner, on an ongoing and expedited basis, and no later than termination of this Agreement; iv. Modify (solely in order to rearrange or reorganize) the FamilySearch Content within Your Application; v. Disclose to the public, including through open source software development projects and online forums, the Sample Code, the API Instructions, and the structure (but no portion of the content) of the Databases and the FamilySearch Content, provided that: (1) You properly identify these by prominently associating such materials with one of the FamilySearch Logos; and (2) You do not violate any other term of this Agreement;
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Disclose to the public, including through open source software development projects or online forums, the API Instructions, including the manner in which third-party developers can (in accordance with this Agreement): (1) interface with the API to create new applications and/or (2) interface with Your Application or an open source project that interfaces with the API to make use of any functionality that Your Application or an open source project that interfaces with the API provides; vii. Disclose to the public or otherwise facilitate the creation of means by which pre-existing or competing data formats (such as the GEDCOM format) can be converted into data formats used via the API; and viii. Display the FamilySearch Content in accordance with this Agreement and the FamilySearch Trademark and Logo Guidelines. You may engage in the activities permitted under subsections (i)-(iv) above solely in connection with Your use of the FamilySearch Site (in accordance with the FamilySearch User Agreement) and/or to facilitate the use of the FamilySearch Site by third parties through Your Application in accordance with this Agreement (collectively, a “Permitted Use”). FamilySearch will provide You with the Application Key which will permit You to access the Databases. In this regard, the Application Key is the property of FamilySearch and FamilySearch may immediately revoke or terminate such if You share the same with any third party (other than a Third-Party Service Provider in accordance with this Agreement); if compromised by a third party; or if You use or access the API, the FamilySearch Content, the Sample Code, or the Databases in any way not expressly permitted or granted under this Agreement. c. Modifications. FamilySearch reserves the right to modify, redact, delete portions of, update, enhance, and/or otherwise change the API, API calls, the API Instructions, the Databases, the FamilySearch Content, the Sample Code, the Permitted Use, and/or the FamilySearch Site (each a “Modification”; collectively, “Modifications”) at any time with or without notice to You, and in FamilySearch’s sole and exclusive discretion. You acknowledge and agree that such Modifications may affect Your Application and/or Your Site and may require You to make changes to Your Application and/or Your Site at Your cost to enable Your Application and/or Your Site to continue to be compatible with, and/or interface with, the API, the Databases, the FamilySearch Content, and/or the FamilySearch Site. Without limiting Section 9 (“Disclaimer of Other Warranties and Limitation of Liability”) below, FamilySearch will not be liable for any costs incurred by You (and/or users of Your Site or Your Application), lost profits, or damages of any kind arising out of or in connection with any Modification, use of, or inability to use the API, the Databases, the FamilySearch Content, and/or any other materials made available under this Agreement. d. General License Conditions and Restrictions. i. You may not use the API, the Databases, the Sample Code, or the FamilySearch Content in any way not expressly permitted or granted under this Agreement; ii. During the term of this Agreement and following its termination, You may not use (or allow use of) any alternative means, such as robots, spyders, scraping, or other technology to access, query, or use the FamilySearch Site, the Databases, and/or the FamilySearch Content to obtain any information, other than as expressly provided by FamilySearch to You pursuant to this Agreement; iii. You may not distribute, publish, facilitate, enable, or allow access or linking to the FamilySearch Content or the Databases from any location or source other than Your Application and/or Your Site through Your Application; iv. You may not provide any of the FamilySearch Content to any third parties that are not authorized users of the FamilySearch Site or in a manner that is contrary to the FamilySearch User Agreement; v. You may not use the API, the Databases, or the FamilySearch Content (or permit the same to be used) in any manner (whether directly or indirectly) that would permit the disclosure of the API, the Databases, and/or the FamilySearch Content (other than disclosing the portions of the FamilySearch Content that are authorized to be displayed, in accordance with this Agreement); vi. You may not copy, distribute, reproduce, modify, or use the API, the FamilySearch Content, the Sample Code, and/or the Databases in any "service bureau" or "timesharing" business; vii. You may not (and You may not allow others to) collect any personally identifiable information of any FamilySearch User without that user’s express written permission; viii. You may not modify, decompile, reverse engineer, update, or otherwise alter the API or the Databases unless FamilySearch has granted You a license specifically granting you rights to do so under a separate written agreement as a “Certified Affiliate”;
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ix. You may not commercialize (i.e., sell, rent, or lease), copy, store, or cache any portion of the FamilySearch Content and/or the Databases, other than for the purposes allowed by this Agreement; x. Your Application and Your use of the API, the FamilySearch Content, the Sample Code, the FamilySearch Logs, and/or the Databases must not (in any manner): (1) be false, inaccurate, or misleading; (2) infringe on any third party's copyright, patent, trademark, trade secret, or other property rights or rights of publicity or privacy; (3) violate any law, statute, ordinance, contract, or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising); (4) be defamatory, trade libelous, indecent, pornographic, unlawfully threatening, or unlawfully harassing; (5) contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or other personal information; or (6) create liability for FamilySearch or cause FamilySearch to lose (in whole or in part) the services of any of its ISP's or other suppliers; xi. In the event FamilySearch establishes and informs You of API call volume limitations (“API Call Limit”) and You exceed such limitations, FamilySearch may (in its sole discretion) discontinue Your use of the API and otherwise terminate (in accordance with Section 6 hereof) this Agreement and/or any and all rights and licenses granted hereunder; xii. You may not knowingly create (or allow others to create) a software application that may be used to violate the FamilySearch User Agreement; xiii. You may not create, provide, or assist anyone else in creating or providing any web service, application programming interface, or similar technology or methodology (any of the foregoing being a “Substitute Service”) that might reasonably be deemed likely to confuse or deceive end-users as to the source of any data provided to an end-user; or as to the affiliation, identity, sponsorship, or source of that Substitute Service; and xiv. When You incorporate unmodified Sample Code into an open source project that interfaces with the API, You will provide the following credit to FamilySearch for the Sample Code: “Sample Code provided by FamilySearch International.” e. FamilySearch Logos. In Private Displays, You may display one of the FamilySearch Logos. In all Public Displays, wherever FamilySearch Content appears, You must prominently display at least one of the Logos. In this regard, FamilySearch hereby grants You a non-exclusive license to display the FamilySearch Logos solely as described in this Agreement, and in accordance with the quality control standards set, from time to time, by FamilySearch (including, without limitation, via the FamilySearch Trademark and Logo Guidelines). FamilySearch will retain final approval over the placement of each such FamilySearch Logo on Your Application and Your Site, and such approval may be withheld in FamilySearch’s sole discretion. Moreover, the parties agree that FamilySearch has the right to terminate this trademark license at any time, with or without cause, upon providing thirty (30)-days’ written notice to You. 3. User Data. a. Collection Limitations. Any FamilySearch User Data and Customer Information gathered by You and/or provided to You by FamilySearch will be limited to information reasonably necessary to perform Your obligations under this Agreement or activities permitted under this Agreement. You may neither use nor disclose, nor permit any third party to use or disclose (except Third-Party Service Providers subject to the terms and conditions set forth herein) any FamilySearch User Data or Customer Information for any purpose other than in accordance with this Agreement. You may not collect and/or store: (i) any information (whether automatically or manually) from FamilySearch Users including, without limitation, FamilySearch User IDs and passwords, without first obtaining the individual FamilySearch Users’ express written permission and without also providing an opt-out method for all FamilySearch Users desiring You to stop using such FamilySearch User Data, Customer Information, user IDs, and/or passwords; or (ii) other data from FamilySearch Users without disclosing through Your Application and on Your Site, as applicable, that such other information is communicated (and without communicating such) to FamilySearch. You agree that You will be liable and responsible to FamilySearch for any breach of this Section 3(a) by any Third-Party Service Provider.
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b. Use of FamilySearch User Data. You further agree that any use of the FamilySearch User Data that You obtain (and all use of the API) will be only as authorized by this Agreement and subject to the FamilySearch User Agreement. Any FamilySearch User Data or other information that is included in testing environments to which You are granted access as a registered user of the API will be data created solely for testing purposes; You agree not to use any such data for any purpose other than to develop and test Your Application. c. Use of Customer Information. You further agree that each FamilySearch User must authorize any use of his/her Customer Information and such use must be subject to Your reasonable privacy policy. Additionally, You agree that such privacy policy will be adequately displayed throughout Your Application and Your Site and meet current industry standards. d. Communication with FamilySearch Users. Without limiting the foregoing, You may not use the API, the Databases, the FamilySearch Content, the FamilySearch User Data, or Customer Information to communicate with FamilySearch Users or to send or facilitate the sending of unsolicited communications of any type, except to facilitate the close of a transaction on the FamilySearch Site. You may not solicit (or facilitate the solicitation by any third party) to any FamilySearch Users as a result of their status as FamilySearch Users or members of FamilySearch. Except as otherwise permitted herein, You may not sell, rent, lease, or otherwise disclose the FamilySearch User Data or Customer Information. 4. Ownership; Sublicensing. a. Ownership. As between FamilySearch and You: (i) FamilySearch retains all rights, title, and interest in and to all intellectual property rights embodied in or associated with the API, the Sample Code, the API Instructions, the Databases, the FamilySearch Content, the FamilySearch Site, the FamilySearch Logos, and any and all FamilySearch services and any content created or derived therefrom (collectively “FamilySearch IP”); and (ii) You and Your suppliers retain all rights, title, and interest in and to all intellectual property rights embodied in or associated with Your Site and Your Application, excluding the FamilySearch IP and any other intellectual property rights owned by FamilySearch. There are no implied licenses under this Agreement, and FamilySearch and its suppliers reserve any rights not expressly granted to You hereunder. You may not take any action inconsistent with FamilySearch’s ownership of any portion of the FamilySearch IP. Neither party may exceed the scope of the licenses granted hereunder. b. Limits on Sublicensing. Except as set forth in this Section (and Sections 2(b)(i), 2(b)(v), and 2(b)(vi) with respect to the Sample Code), all licenses and rights (under any applicable intellectual property right) granted herein are not sublicenseable, transferable, or assignable. Subject to the terms and conditions below, You may, however, sublicense Your right to use the FamilySearch Content and the FamilySearch Logos, as provided in this Agreement, to Sublicensees solely as necessary to enable such Sublicensees to display and view the FamilySearch Content and the FamilySearch Logos on their computer screens through Your Application, on Your Site; provided that: i. You may not disclose the Application Key to any Sublicensee (or, for that matter, any third party, unless such is required by this Agreement); ii. All API calls initiated by such Sublicensees will only be made through the Application Key FamilySearch gives to You; iii. All API calls initiated by Sublicensees will count towards Your API Call Limit (if any); iv. Sublicensees may not have any programmatic control over the API; v. You must enter into a binding end-user license or other binding agreement with each Sublicensee (“Sublicense Agreement”) that binds each Sublicensee to the terms and conditions of this Agreement applying to You; vi. Each Sublicensee must agree and acknowledge in the Sublicense Agreement that: (1) FamilySearch: has certain rights in the API, the Databases, the FamilySearch Content, and other FamilySearch IP; (2) FamilySearch is a third-party beneficiary to the limited sublicense; and (3) the sublicense is terminable by FamilySearch at any time, for any or no reason; vii. Without limiting the foregoing, any breach by a Sublicensee of its delegated obligations hereunder will constitute a breach of this Agreement by You. FamilySearch is an express third-party beneficiary to all sublicenses executed pursuant to this Agreement, and will have the right, in its sole discretion, to directly enforce any term(s) of the Sublicense Agreement against any of the Sublicensees, including termination; and
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viii. Any and all other uses of the API, the FamilySearch Content, the FamilySearch Logos, the Databases, the Application Key, and/or any other portion of the FamilySearch IP will require FamilySearch’s prior written consent. Thus, if a third party has desires to use Your Application or a derivative thereof to access any portion of the FamilySearch Content through a site besides Your Site, then such third party may only do so after first executing an agreement, as required by FamilySearch. c. Competitive or Similar Materials. In no event will FamilySearch be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, and/or developing for third parties, as well as marketing and/or distributing, materials that are competitive with Your Application and/or other products or services You provide (collectively, “Products”), irrespective of their similarity to current Products or Products that You may develop hereafter. 5. Uptime. FamilySearch makes no guarantees with respect to the availability or uptime of the FamilySearch Site, any other website, the API, the FamilySearch Content, or the Databases. FamilySearch may conduct maintenance on any of the foregoing, at any time and with or without notice to You. 6. Term and Termination. The term of this Agreement will begin on the date on which You fully complete and successfully submit the API online application and accept this Agreement online as reflected in FamilySearch’s records (“Effective Date”) and will continue until terminated in accordance with this Agreement. This Agreement will terminate automatically without notice if You fail to comply with any provision of this Agreement. FamilySearch reserves the right to terminate this Agreement and/or to suspend or discontinue Your access to the API, the Databases, and/or any portion or feature of the FamilySearch IP, for any or no reason and at any time with or without notice to You and without liability to You. In the event You wish to terminate this Agreement, You must e-mail a termination notice with delivery receipt requested to FamilySearch at
[email protected] with a carbon copy to FamilySearch’s Intellectual Property Manager, at
[email protected] (or another e-mail address as FamilySearch may designate from time to time); any other methods used by You to terminate the Agreement will be void and will not result in a termination. Your termination notice will be effective when FamilySearch receives it (as evidenced by the delivery receipt). Upon the termination of this Agreement, Your Application Key will be revoked, and all licenses and rights granted hereunder will immediately terminate; provided further, You must destroy, and provide written proof to FamilySearch of the destruction of, all FamilySearch Content, FamilySearch User Data, and other FamilySearch IP reasonably within Your control within ten (10) days of such termination. All Sections of this Agreement which by their nature are intended to survive this Agreement (e.g., Section 1 ("Definitions”), Section 2 (“License and Restrictions”), Section 3 (“User Data”), Section 4(a) (“Ownership”), this sentence of Section 6 (“Term and Termination”), Section 7 (“Confidentiality”), Section 9 (“Disclaimer of Other Warranties and Limitation of Liability”), Section 10 (“Indemnification”), Section 12 (“FamilySearch User Agreement”), Section 13 (“Publicity”), Section 14 (“Copyright and other Proprietary Notices”), Section 15 (“Ordinance Information”), Section 16 (“Notice”), Section 17 (“No Waiver”), Section 18 (“Severability”), Section 19 (“Relationship of the Parties”), and Section 20 (“Miscellaneous”)) will survive any termination of this Agreement. 7. Confidentiality. “Confidential Information” includes all information that, by its nature, would reasonably be considered to be confidential or proprietary to FamilySearch and that is provided by FamilySearch to You under this Agreement. In this regard, Confidential Information includes, but is not limited to, the terms of this Agreement, the Databases, the API, and FamilySearch User Data (including, without limitation, developer IDs and passwords). In connection with Your receipt of Confidential Information, You agree that You will not disclose Confidential Information to any third party, and will not use Confidential Information other than as required to perform under this Agreement. Your obligations hereunder will survive (in perpetuity) the termination of this Agreement. Except as expressly set forth herein, no rights or licenses to any FamilySearch IP are implied or granted under this Agreement. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that FamilySearch will be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. You acknowledge and agree that any information provided by You to FamilySearch hereunder is considered by FamilySearch to be nonconfidential. FamilySearch has no duty, express or implied, to pay any compensation for the disclosure or use of any such information You provide to FamilySearch. Any compensation for the disclosure or use of non-
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confidential information is in the sole and absolute discretion of FamilySearch. You acknowledge and agree that You have no expectation of payment for any rights or licenses granted by You herein. Security and Stability. You acknowledge that it is in the best interests of both parties that FamilySearch maintain a secure and stable environment. To that end, FamilySearch reserves the right to change the method of access to the API, the Databases, the FamilySearch Content, and/or any other portion of the FamilySearch IP at any time. You also agree that, in the event of degradation or instability of FamilySearch’s system or an emergency, FamilySearch may, in its sole discretion, temporarily suspend Your access to the API, the Databases, and/or the FamilySearch Content under this Agreement. Disclaimer of Other Warranties and Limitation of Liability. TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY STATED HEREIN, FAMILYSEARCH DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND/OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. FAMILYSEARCH DOES NOT REPRESENT OR WARRANT THAT THE FAMILYSEARCH SITE, THE SAMPLE CODE, OR THE API WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. FAMILYSEARCH WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, FAMILYSEARCH'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF ONETHOUSAND DOLLARS ($1,000 (U.S.)). Indemnification. You agree to indemnify, defend, and hold FamilySearch, its employees, officers, agents, consultants, representatives, subsidiaries, affiliates, and licensors (each an “Indemnified Party”) harmless from and against any and all claims, costs, losses, damages, liabilities, judgments, and expenses (including reasonable fees of attorneys and other professionals) (collectively and individually, “Claims”) that FamilySearch and/or any Indemnified Party may incur and that arise from or are related to: (i) Your (and/or any Third-Party Service Provider’s) use of the API, the Databases, the FamilySearch Content, and/or any other portion of the FamilySearch IP; and/or (ii) the development, operation, maintenance, use, and contents of Your Application and/or Your Site, including, but not limited to, any alleged infringement of any third-party proprietary rights. At FamilySearch’s option, You will assume control of the defense and settlement of any of the Claims subject to indemnification by You (provided that, in such event, FamilySearch may at any time thereafter elect to take over control of the defense and settlement of any such Claims, and in any event, You may not settle any such Claims without FamilySearch’s prior written consent). Modification of Agreement. FamilySearch reserves the right to update and change, from time to time, the terms of this Agreement by posting the amended terms on the Developers Site. Except as stated herein, all amended terms will be effective thirty (30) days after they are initially posted on the Developers Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING A TERMINATION NOTICE AS PROVIDED HEREIN (“AMENDMENT TERMINATION NOTICE”) BEFORE THE EFFECTIVE DATE OF THE AMENDMENT(S). THE AMENDMENT TERMINATION NOTICE WILL BE EFFECTIVE ON THE DATE IT IS RECEIVED BY FAMILYSEARCH (AS EVIDENCED BY A DELIVERY RECEIPT). THE MOST-CURRENT VERSION OF THE AGREEMENT WILL BE AVAILABLE ON THE DEVELOPERS SITE AND WILL SUPERSEDE ALL PREVIOUS VERSIONS OF THE AGREEMENT. USE OF THE API OR ANY OTHER FAMILYSEARCH IP AFTER THE DATE ON WHICH SUCH CHANGES BECOME EFFECTIVE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. FamilySearch User Agreement. Without limiting the FamilySearch User Agreement, You may not use, or enable third parties to use, the API or Your Application to violate the FamilySearch User Agreement. FamilySearch may change the FamilySearch User Agreement from time to time in accordance with the terms set forth therein. In the event of a conflict between this Agreement and the FamilySearch User Agreement regarding Your use of the API, this Agreement will control.
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13. Publicity. You may not make any public statement regarding this Agreement, the terms of this Agreement, any aspect thereof, the API, or the FamilySearch API licensing program without FamilySearch’s prior written approval, which may be withheld in FamilySearch’s sole discretion. 14. Copyright and other Proprietary Notices. You agree to use any copyright notices, any of the FamilySearch Logos, and/or any other proprietary notice on any portion of the FamilySearch IP that FamilySearch, in its sole discretion, requires. In this regard, You agree that, except as explicitly set forth herein, You shall have no other right to use the FamilySearch Logos. Additionally, You agree to maintain any copyright notices, watermarks, or other notices that are included in the FamilySearch IP. 15. Ordinance Information. In the event that You receive any temple ordinance information (e.g., via the FamilySearch API or otherwise), You hereby warrant and agree that You will: (i) strictly treat all such ordinance information as being confidential, (ii) never (except as required by law) disclose or allow such information to be accessible, at any time, to any third party (including, without limitation, to any Third-Party Service Provider); and (iii) immediately destroy (and block any all access to) such temple ordinance information. In this regard, You agree to indemnify, defend, and hold FamilySearch harmless from any and all claims, damages, and losses that occur as a result of the manner in which You handle such temple ordinance information. 16. Notice. All notices required or allowed by this Agreement must be in writing and in the English language. Such notices will be sent by electronic mail with a confirmation copy sent within 24 hours after the time and date of the electronic mail transmission. When any notice is sent to FamilySearch, such notice will be sent to FamilySearch at
[email protected] with a carbon copy to FamilySearch’s Intellectual Property Manager, at
[email protected] (or another e-mail address as FamilySearch may designate from time to time). Additionally, any notice sent to You will be sent to the electronic mail address You set forth in the online API application. All notices given in accordance with this Section 16 will be deemed received on the date the confirmation copy is received, as evidenced by the return receipt. Should a party change its electronic mail address, it will promptly notify the other party, but in no event later than thirty (30) calendar days after such change. 17. No Waiver. The failure of either party to assert any of its rights hereunder, including, but not limited to, the right to terminate this Agreement in the event of a breach or default by the other party, shall not be deemed to constitute a continuing waiver by that party of its right to thereafter enforce that provision or any other provision of this Agreement in accordance with its terms. 18. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity and enforceability of any other provision of this Agreement; provided, however, that in the event that the invalidity or unenforceability of any provision of this Agreement has a materially adverse effect on any of the rights or obligations of the parties, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect, as closely as possible, the original intent of the parties. In the event the parties are not able to agree upon such modification, each party shall have the right to terminate this Agreement as set forth in Section 6 hereof. 19. Relationship of the Parties. The parties shall each be independent contractors, and nothing herein shall make either party the agent or representative of the other party, nor shall the parties be considered as joint venturers or partners for any purpose. Each party is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Except as expressly provided herein, a party shall have no right to exercise any control whatsoever over the activities or operations of the other party, or commit the other party to any obligation or course of action. 20. Miscellaneous. This Agreement must be construed as if both parties jointly wrote it. The parties further agree that this Agreement will be governed by Utah law (U.S.A.), except for its conflicts-of-laws principles. Additionally, the parties agree that any claim or action that arises from or in relation to this Agreement will be exclusively adjudicated in courts with appropriate jurisdiction located in Salt Lake County, Utah, and the parties consent to jurisdiction and venue therein, and waive any objection based on forum non conveniens or otherwise. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Except as otherwise set forth herein, any conflicting or additional terms contained in additional documents or oral discussion are void. In the event that there are any conflicts between this Agreement and the FamilySearch User Agreement, or any other prior agreement between the parties, the terms of this Agreement shall govern.
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