API Terms of Use

Please read these terms of use carefully prior to using the oDesk application programming interfaced (the “oDesk APIs”). By using the oDesk APIs, You are accepting these terms of use (the “Terms of Use”) and You will be bound by them. If You do not agree with these Terms of Use, oDesk does not grant You a license to use the oDesk APIs. oDesk reserves the right to update and change, from time to time, these Terms of Use and all documents incorporated by reference. You can always find the most recent version of these Terms of Use at http://developers.odesk.com/API-Terms-of-Use. oDesk may change these Terms of Use by posting a new version without notice to You. Use of the oDesk APIs after such change constitutes acceptance of such changes.

Definitions. Capitalized terms not defined elsewhere in these Terms of Use shall have the meanings ascribed to them below.

API - Application Programming Interface; a set of XML/HTTP(s) based services providing programmatic access to oDesk systems and data.
API Key - a unique string identifying an API user (i.e. You) that is passed in an API request.
Application - any client of the API, be it a web site, mobile telephone application, desktop application, or anything else capable of consuming the API.
oDesk – oDesk Corporation, a California corporation, located at 901 Marshall Street, Redwood City, CA 94063. oDesk is the company providing the API governed under these terms of use.
You - the developer or organization agreeing to these Terms of Use and all individuals who utilize the oDesk APIs.

Licensed Uses and Restrictions. The oDesk APIs are owned by oDesk and are licensed to You on a non-exclusive, non-sublicenseable, revocable basis on the terms and conditions set forth herein. These Terms of Use define legal use of the oDesk APIs, all updates, revisions, substitutions, and any copies of the oDesk APIs made by or for You. All rights not expressly granted to You are reserved by oDesk. Subject to the restrictions set forth in these Terms of Use, You may use the oDesk APIs and any updates provided by oDesk (in its sole discretion). Your license to use the ODESK APIs under these Terms of Use continues until it is terminated by either party as set forth below.

In consideration of the license granted to You herein, You agree to:

Provide accurate identification, contact, and other information required as part of requesting an API Key from oDesk.
Create only a single API Key per account and said Key must accompany all web services requests coming from that application.
Ensure that the fundamental meaning of the API content is not changed or distorted.
Ensure that the use or display of API content does not suggest that oDesk promotes or endorses You or any third party or the causes, ideas, web sites, products or services of You or any third party.
Any URLs which are delivered in the oDesk API content that are presented on Your site will: (i) be represented, unaltered, as hyperlinks, and (ii) direct the user, when clicked, to the source web site.

In consideration of the license granted to You herein, You agree to not:
Create any script or other automated tool that attempts to create multiple API keys.
Use the oDesk APIs for any commercial purpose or in any product or service that competes with products or services offered by oDesk.If You are making more than 5,000 calls per day (via an application or any other method) to an individual API, You will be deemed to be making use of the oDesk API for a commercial purpose.
Attempt to cloak or conceal Your identity or Your application’s identity when requesting authorization to use oDesk APIs.
Use oDesk APIs for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code.
Include rel="nofollow" when rendering hyperlinked data returned by the oDesk API.
Display the name, logo, trademark or other identifier of another person (except for oDesk or You) on Your website in such a manner as to give the viewer the impression that such other person is a publisher or distributor of the oDesk API content on Your application.
Archive any of the oDesk API content for access by users at any future date after You have finished using the service or if Your account is terminated.
Use the oDesk APIs in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with the oDesk Policies or these Terms of Use.
Sell, lease, share, transfer, or sublicense the oDesk APIs or access or access codes thereto or derive income from the use or provision of the oDesk APIs, whether for direct commercial or monetary gain or otherwise, without oDesk’s prior, express, written permission.
Use the oDesk APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the oDesk API documentation located within http://developers.odesk.com as determined by oDesk in its sole discretion.
Termination. You may terminate the license by discontinuing use of all or any of the oDesk APIs. oDesk may terminate the license at any time for any reason. These Terms of Use and the licenses granted hereunder terminate automatically if:

You violate any term of these Terms of Use,
oDesk publicly posts a written notice of termination on the oDesk Developer Network, currently located at http://developers.odesk.com
oDesk sends a written notice of termination to You, or
oDesk ceases providing access to the oDesk APIs to You.

Ownership and Relationship of Parties. The oDesk APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. oDesk’s rights apply to the oDesk APIs and all output and executables of the oDesk APIs, excluding any software components developed by You which do not themselves incorporate the oDesk APIs or any output or executables of the oDesk APIs. These terms grant You no right, title, or interest in any intellectual property owned or licensed by oDesk, including (but not limited to) the oDesk APIs and oDesk trademarks.
Support. oDesk may elect to provide You with support or modifications for the oDeskAPIs (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to You. oDesk may change, suspend, or discontinue any aspect of the oDesk APIs at any time, including the availability of any oDesk APIs. oDesk may also impose limits on certain features and services or restrict Your access to parts or all of the oDesk APIs or the website located at www.odesk.com without notice or liability.
Fees and Payments. oDesk reserves the right to charge fees for future use of or access to the oDesk APIs in oDesk’s sole discretion.
Disclaimer of Any Warranty. SOME OF THE ODESK APIS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. ODESK DOES NOT REPRESENT OR WARRANT THAT ANY ODESK APIS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.THE ODESK APIS ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND ODESK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.
YOUR USE OF ODESK APIS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY ODESK APIS INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
Limitation of Liability. ODESK SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE ODESK APIS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT ODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL ODESK BE LIABLE TO YOU FOR ANY AMOUNT.
Release and Waiver. To the maximum extent permitted by applicable law, You hereby release and waive all claims against oDesk, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to Your use of oDesk APIs. If You are a California resident, You waive Your rights under California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor 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.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and You accept and assume the risk of such possible differences in fact. In addition, You expressly waive and relinquish any and all rights and benefits which You may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
Hold Harmless and Indemnity. To the maximum extent permitted by applicable law, You agree to hold harmless and indemnify oDesk and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to Your use of oDesk APIs, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.
General Terms.

Relationship of the Parties. The parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture or employment relationship between them. Neither party will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
Assignment. You may not assign any right or delegate any responsibility You have under these Terms of Use. oDesk may assign or delegate any right or obligation it has hereunder to any third party.
Invalidity of Specific Terms. If any provision of the Terms of Use 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 such documents remain in full force and effect
Location of Lawsuit and Choice of Law. These Terms of Use and the relationship between You and oDesk shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and oDesk agree to submit to the exclusive personal jurisdiction of the courts located within the county of San Francisco, California.
No Waiver of Rights. oDesk’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.
Miscellaneous. The section headings and subheadings contained in these Terms of Uae are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Use. Any construction or interpretation to be made of the Terms of Use shall not be construed against the drafter. These Terms of Use constitute the entire agreement between oDesk and You with respect to the subject matter hereof.