Everyone here at Totera Inc. is excited you have chosen to use the MyCityScene Application Programming Interface (“API”). We make our API available to you, our partner, without charge to permit you manage your sites and users and access the MyCityScene dashboard via single sign on (“SSO”). By using our API, you and any company or organization you may represent (collectively, “you”) understand, accept and agree to be bound by the following terms and conditions (the “Terms of Use,” “Terms” or “Agreement”). It is important that you read and fully understand these Terms as they form a legal agreement between you and Totera, Inc. (“MyCityScene”, “MCS”, “we”, or “us”).
In addition to the terms and conditions in this Agreement, by using our API, you understand, accept and agree to be bound by the MyCityScene Terms of Service and Privacy Policy which are incorporated into and made a part of these Terms by reference.
If you disagree with anything in these Terms, MCS does not grant you a license to use the API and, as a result, you may not use the API. Your only recourse if you disagree with anything in these Terms is to discontinue your use of the API.
We reserve the right, from time to time, with or without notice to you, to change these Terms in our sole and absolute discretion. The most current version of these Terms can be found at https://mycityscene.com/about/terms-of-service. The most current version of the Terms will supersede all previous versions. As such, you should review the Terms periodically.
1. Description, Permitted Uses and Non-Permitted Uses
1.1 Description of the API. The MCS API is an application Programming Interface allows MCS partners to manage their calendars and sub-accounts from outside of the MCS account. Additionally, it allows partners to retrieve site analytics, access supported user agents and log users in to a branded editor via SSO. Full details of The MCS API can be found on the MCS API documentation page https://mycityscene.com/documentation/api-v2.html.
1.2 Partner Account. In order to obtain access to the API, you must create a partner Account. Your Account resource that represents you, the user, who may log in to MyCityScene. It holds mainly your credentials and basic information. You may be limited by the Account creation process to one Account per email address. Access to your Account may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Account to any other party or use them with any Account other than the Account for which you initially applied for it. You are responsible for maintaining the secrecy and security of your password and other related Account information. You are fully responsible for all activities that occur using your Account, regardless of whether such activities are undertaken by you or a third party. MCS maintains the right to cancel your Account for any reason or no reason at all, at any time.
1.3 API Modifications. MCS has the right but not the obligation to release subsequent versions of the API and to require you to update your API calls to the most recent version. We may remove and/or cease supporting previous versions of the API. The API is currently provided for free, and while we have no plans to charge partners for access, we do reserve the right to charge for the API in the future.
1.4 Support. MCS currently offers API support via email only to support@mycityscene.com. This provision of support is in our sole discretion, and we have no obligation to provide you or your customers with this support. You are solely responsible for providing user support and any other technical assistance for your Account.
1.5 Fees. MCS is committed to providing open access to our API for commercial and non-commercial purposes, and currently API access and usage is provided to you free of charge. However, providing the APIs does have real costs for MCS. While we currently don’t charge for the API, we reserve the right to charge fees for future use of or access to the API. Note: the calendars that you create via the API are Premium sites, and when you publish sites via the API, you will be charged at the rate according to your price plan.
1.6 Monitoring your Use. You agree to provide us with access to your Account and/or other materials related to your use of the API as reasonably requested by us to verify your compliance with these Terms and as may be necessary to audit your use of the API.
1.7 Usage Limitations. MCS may limit the number of network calls that your Account may make via the API, and/or the maximum file size, and/or the maximum Content that may be accessed, or anything else about the API and the Content it accesses as we deem appropriate in our sole discretion. In addition to its other rights under these Terms, we may utilize technical measures to prevent over usage and/or stop usage of the API by an Account after any usage limitations are exceeded. If you violate our usage limitations, MCS may also, in its sole discretion, downgrade your account or block your access to premium features.
1.8 Usage Restrictions. You are responsible for your own conduct while using the API and for any consequences thereof. You will use the API only for purposes that are legal, proper and in accordance with these Terms and any applicable policies or guidelines provided by MCS from time to time.
In addition to the other restrictions contained in these Terms, you agree that when using the API, you will NOT do the following, attempt to do the following, or permit your end users or other third parties to do the following:
interfere with or disrupt MCS services or servers or networks connected to MCS services, or disobey any requirements, procedures, policies or regulations of networks connected to MCS services;
use the API in an Account containing any of the following content: content promoting or instructing about illegal activities or promoting physical harm or injury against any group or individual; content infringing any patent, trademark, copyright, trade secret or other proprietary right of any party; content defaming, abusing, harassing, stalking, threatening or violating the rights of privacy and publicity; content disparaging of MCS or its licensors, licensees, affiliates, partners; or any other inappropriate or unlawful content;
display the Content in a way that disparages, tarnishes, or impairs MCS or its or its licensors, licensees, affiliates or partners;
restrict or inhibit any other user from using and enjoying MCS services;
use MCS services for any illegal or unauthorized purpose;
circumvent or modify any security mechanism employed by MCS or the API, including any authentication technologies;
attempt to cloak or conceal your identity or your application's identity when requesting authorization to use the API
sell, lease, or sublicense the API or access thereto or derive revenues from the use or provision of the MCS API, whether for direct commercial or monetary gain or otherwise, except as set forth herein.
impersonate any person or obtain access to the MCS services without authorization;
use the Content as part of any sweepstakes or similar promotion or event;
use any robot, spider, site search/retrieval Account, or other device to retrieve or index any portion of MCS services or collect information about users for any unauthorized purpose;
create partner Accounts by automated means or under false or fraudulent pretenses;
transmit any viruses, worms, defects, Trojan horses, or other disabling code, via the API or otherwise, to MCS’s, MCS users’ or other third parties’ computers.
1.9 Legal Compliance. You and will comply with all applicable laws and regulations in the course of using the API.
2. License to Totera.
You hereby grant Totera, Inc. a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and for the purpose of promoting or advertising that you use the API, or for inclusion in a directory at Totera’s sole discretion.
3. Proprietary Rights and License
3.1 Totera Property. As between you and Totera, Inc, Totera retains all right, title and interest, including without limitation all intellectual property rights, in and to, (a) the API and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivatives works and/or compilations thereof or relating to; (b) the Content available through the API; and (c) any feedback (including suggestions comments, improvements, ideas, etc.), about MCS products, the API, or anything else MCS may be developing (“Feedback” and collectively the “MCS Property”). You agree to take such actions, including, without limitation, execution of affidavits or other documents, as MCS may reasonably request to effect, perfect or confirm MCS's rights to the MCS Property.
3.2 License Grant. You shall not acquire any right, title, or interest in or to the MCS Property except as expressly set forth in these Terms. Subject to your compliance with the terms and conditions in these Terms, and solely for the duration of these Terms, MCS grants you a limited, non-exclusive, revocable, non-sub licensable and non-transferable license to access and use the API as intended and described herein.
3.3 MCS Development. You understand and acknowledge that MCS may be independently creating calendars, content and other products or services that may be similar to or competitive with your intended use of the API, and nothing in these Terms will be construed as restricting or preventing MCS from creating and fully exploiting such products, content and other items, without any obligation to you. If you elect to provide us with any Feedback, you hereby assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to Account.
4. Privacy
4.1 MCS collection and use of personal information from its users and developers is governed by the MCS Privacy Policy, with the exception that MCS may reveal personal information about partners as noted in these Terms (e.g., for attribution purposes, inclusion in the Directory (if any), and handling inquiries from subscribers or potential subscribers). You understand and agree that MCS may access, preserve, and disclose your personal information and your developer Account details and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of MCS, its affiliates or partners, its subscribers, or the general public.
4.2 You must not circumvent the log-in mechanism provided by MCS that enables MCS customers to log into your Account. For information you obtain from users of your Account or the MCS API, you will, at all times, maintain a privacy policy that tells users what information you are going to use and how you will use, display, share or transfer that information.
4.3 You must implement reasonable technical, physical and administrative security measures to protect any content and any personal data obtained from the API or otherwise from users of your Account.
5. Publicity
You may promote your Account, including talking to traditional and online media and your users about your Account, so long as you do so truthfully and without implying that your Account is created or endorsed by MCS (or otherwise embellishing your relationship with MCS). For example, you may factually state that you use a "MyCityScene Account" or a calendar is by MyCityScene (so long as you are in full compliance with these Terms). However, you may not issue any formal press release via traditional or online media without Totera's prior consent. Totera reserves the right to issue publicity and promotional materials mentioning and/or describing your Account without your consent.
6. Indemnity
You agree to hold harmless and indemnify Totera, and our subsidiaries, affiliates and licensors, and their respective officers, agents, and employees, advertisers or partners, from and against any claim arising from or in any way related to your use of any Totera Property, including but not limited to the API, violation of these Terms of Use, violation of applicable laws and regulations, including, without limitation, privacy laws, or any other actions or claims connected with or related to your Account and/or use of MCS services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In the case of a written claim, MCS will provide you with written notice of such claim, suit or action.
7. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING DISCLAIMERS TO THE EXTENT PERMITTED BY APPLICABLE LAW:
7.1 YOUR USE OF THE MCS PROPERTY AND ANY MCS SERVICES IS AT YOUR SOLE RISK. THE MCS PROPERTY AND ANY MCS SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MCS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7.2 MCS MAKES NO WARRANTY THAT THE MCS PROPERTY OR ANY MCS SERVICES (A) WILL MEET YOUR REQUIREMENTS, (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR HAVE KNOWN OR DISCOVERED ERRORS CORRECTED, (C) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE, OR (D) WILL MEET YOUR EXPECTATIONS (OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE MCS PROPERTY OR ANY MCS SERVICES WILL MEET YOUR EXPECTATIONS).
7.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE MCS PROPERTY OR ANY MCS SERVICES IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
7.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MCS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
8. Limitation of Liability
YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT MCS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE MCS PROPERTY OR MCS SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE MCS PROPERTY OR ANY MCS SERVICES; OR (E) ANY OTHER MATTER RELATING TO THE MCS PROPERTY OR ANY MCS SERVICES.
9. Release and Waiver
To the maximum extent permitted by applicable law, you hereby release and waive all claims against MCS and its subsidiaries, affiliates, and their respective officers, agents, and employees, advertisers or partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorney’s fees) of every kind and nature, arising from or in any way related to your use of the MCS Property. If you are a California resident, you waive your rights under California Civil Code Section 1542 which states, “A general release does not extend to claims which the does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
10. Confidential Information
The term “MCS Confidential Information” means any information of or relating to MCS that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by MCS or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the MCS API and Totera's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All MCS Confidential Information remains the property of MCS, and no license or other right in any MCS Confidential Information is granted hereby. You will not disclose any MCS Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of these Terms. If you are a corporate entity, you will limit your internal distribution of MCS Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any MCS Confidential Information for the benefit of anyone other than MCS. Upon Totera's written request, you will destroy or return to MCS all MCS Confidential Information in your custody or control. In addition to the terms of this provision, you and MCS will continue to be subject to any non-disclosure agreement that you and MCS have entered into separately. This provision will survive any expiration or termination of these Terms.
11. Term & Termination.
11.1 Term. The term of the Terms of Use shall commence on the date upon which you agree, by the earlier of your use of the API or creation of a developer Account, to the Terms and shall continue in force thereafter, unless terminated as provided herein.
11.2 MCS Termination, Suspension, or Discontinuance. We may suspend or terminate your use of all or any of the API at any time (a) if we believe you have violated these Terms (including the documents they incorporate by reference) or, in our sole discretion, we believe the availability of the API in your Account is not in our or our users' best interests or (b) otherwise for any reason or no reason at all. We may also impose limits on certain features and services or restrict your access to some or all of the API. All of our rights herein may be exercised without prior notice or liability to you.
11.3 Your Termination. You may terminate these Terms for any reason or no reason at all, at your convenience, by (a) closing your Account, which at such time your use of the API shall cease or (b) ceasing use of the API.
11.4 Refusal of Account. MCS shall have the right, in its sole discretion, to refuse to permit your use of the API with a particular Account. Unless MCS states otherwise, such rejection will not terminate these Terms with respect to other Accounts you may have created. MCS shall have no liability to you for such refusal.
11.5 Effect of Termination. Upon the termination of these Terms of Use for any reason (a) the rights granted to you herein, including all licenses to the API, Content, and MCS Brands shall terminate, (b) you shall immediately cease all use and distribution of your integration of the API within your Account, (c) you will promptly destroy MCS Confidential Information in your possession or control, and (d) you must permanently delete all Content which you stored pursuant to your use of the API. We may request that you certify in writing your compliance with this section. Neither party shall be liable to the other party for damages of any sort resulting solely from the sole fact of terminating these Terms.
11.6 Survival. In the event of any termination or expiration of these Terms of Use for any reason, Sections 3.1, 3.4, 4, and 6-12 shall survive termination. Notwithstanding the foregoing, other provisions may survive expiration or termination of these Terms if their survival is reasonably necessary to effectuate the intent of the parties under these Terms.
11.7 Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to MCS and/or its licensors, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which MCS may be legally entitled, MCS shall have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants or other agents. If MCS seeks injunctive relief, we shall not be required to post a bond.
12. General Information
12.1 Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the Terms, you and MCS shall be and act independently and not as partner, joint venture, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of MCS, express or implied, and you shall not attempt to bind MCS to any contract.
12.2 US Government License Rights. All API provided to the U.S. Government are provided under the commercial license rights and restrictions generally applicable under these Terms.
12.3 Export Controls. You shall, in connection with your use of the API, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the API.
12.4 Entire Agreement. These Terms, including the other documents explicitly incorporated by reference, constitute the entire agreement between you and MCS and govern your use of the API, superseding any prior agreements between you and MCS.
12.5 Choice of Law and Forum. These Terms and the relationship between you and MCS shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and MCS agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.
12.6 Waiver. The failure of MCS to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
12.7 Severability of Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
12.8 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the MCS Property must be filed within one (1) year after such claim or cause of action arose or be forever barred.