API License

Loggly, Inc. (“Loggly”) provides a log management and analysis service accessible at www.loggly.com. This Site, all content offered as part thereof (including, but not limited to Data (as defined below)), and any other services owned, controlled, or offered by Loggly via the Site are collectively referred to herein as the “Services”. The Services include (i) “Data” which means data, customized analyses, text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, provided or otherwise made available through the Services; and (ii) “User Data” which means any Data that Account holders (including you) provide to be made available through the Services, including, but not limited to customized applications and (iii) “Loggly Data” which means any Data that is not User Data. Loggly also makes available certain APIs, accompanying documentation, code and related materials (collectively, the “Loggly API”). These API terms (the “API Terms”) govern your right to use the Loggly API, to access the Data and to utilize Loggly’s cloud-based log management solutions, which you may use in connection with your use of the Services as more specifically described in these API Terms (“Your Use”). Loggly is willing to grant you the rights in the Loggly API and the Loggly Data as described herein subject to and in accordance with these API Terms. By using the Loggly API you are agreeing to abide and be bound by these API Terms.

If you are agreeing to these API Terms on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these API Terms. If you do not have the requisite authority, you may not accept these API Terms or use the Loggly API or Loggly Content on behalf of your employer or other entity. If you have (or your employer has) entered into a separate written agreement with Loggly governing the use of the Loggly API or Loggly Data, then the terms of that agreement will prevail and govern over these API Terms.

1. Loggly API License. Subject to your compliance with these API Terms, Loggly grants you a nonexclusive, non-transferable, non-sublicenseable and revocable license to use the Loggly API, solely for purposes of developing, implementing, and integrating interfaces to the Loggly API, which will permit you to search, retrieve, and display Loggly Data and configure the Loggly service for Your Use.
   1. Support. Loggly will make support services for the Loggly API available through Loggly’s normal support channels. You are responsible for providing all support and/or technical assistance to your end users, if any, regarding Your Use (including any issues related to the Loggly API and Data). Loggly will not provide support and/or technical assistance directly to your end users, if any.
   2. Updates. You acknowledge that Loggly may update or revise the Loggly API from time to time and that such updates and revisions may adversely affect the manner in which you communicate with the Loggly API. Accordingly, you agree to implement and use the most current version of the Loggly API and to make any changes to Your Use that are required as a result of Loggly’s updates and revisions to the Loggly API, at your sole cost and expense.
2. Loggly Data License. Subject to your compliance with these API Terms and the Loggly Rules, Loggly grants you a nonexclusive, non-transferable, non-sublicenseable and revocable license to use and reproduce the Loggly Data that you access through use of the Loggly API, solely for Your Use.
   1. Use. Your use of the Loggly Data must comply at all times with any information we make available via www.loggly.com, including the Loggly Rules.
   2. Updates. You must make the most current Loggly Data available for Your Use. The availability of Loggly Data is subject to change and Loggly may restrict access to, modify, suspend or terminate any or all of the Loggly Data or the Loggly API at any time and without prior notice.
   3. Attribution. You will include an appropriate Loggly name or logo that Loggly makes available for use with Loggly Data (“Loggly Marks”) where Loggly Data is displayed or used for Your Use. Subject to your compliance with these API Terms, Loggly grants you a nonexclusive, non-transferable, non-sublicenseable and revocable license during the term of Your Use to use and display the Loggly Marks solely for the purpose of identifying that the Loggly Data is sourced from Loggly, provided that such use is in accordance with any Loggly guidelines published on www.loggly.com. You acknowledge and agree that Loggly owns the Loggly Marks and that any and all goodwill that is created by or that results from your use of the Loggly Marks inures solely to the benefit of Loggly. You will not contest or aid in contesting the validity or ownership of any Loggly Mark or take any action in derogation of Loggly’s rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any Loggly Marks.
3. Restrictions. Your licenses to use the Loggly API, Loggly Data and Loggly Marks are contingent upon your compliance with the following terms and conditions.
   1. No Resell. You do not have the right to resell any Loggly Data. In addition, except as permitted herein and by the Loggly Rules (and unless you have been specifically permitted to do so by Loggly in writing), you may not (and you may not permit anyone else to): (i) sell or otherwise charge users specifically for the access or use of the Loggly Data; (ii) create any derivative works of the Loggly Data; (iii) copy any of the Loggly Data; or (iv) remove, alter or obscure any copyright or other proprietary notice, credit-line or date-line (or any source identifier) included in the Loggly Data.
   2. No Conflicting Uses. You may not use the Loggly API to develop (or instruct any third party to develop) a service that may reasonably be deemed to be competitive with Loggly’s products and services, unless you have been specifically permitted to do so in a separate written agreement with Loggly prior to the undertaking of the development and launch of such service.
   3. No Benchmarking. You may not use the Loggly API for purposes of monitoring the availability, performance or functionality of any of Loggly’s products and services or for any other benchmarking or competitive purposes. You may not (or attempt to) interfere, disrupt or disable any features or functionality that is embedded or included with the Loggly API or Loggly Data
   4. Compliance. You acknowledge and agree that Loggly may monitor your use of the Loggly API and Loggly Data. You may not interfere with such monitoring or in any way attempt to conceal your activities hereunder. You will make available to Loggly any data, usage statistics or other information regarding your use of the Loggly API and Loggly Data as reasonably requested by Loggly.
   5. No Interference. Except as expressly specified in these API Terms, you may not: (i) interfere with or disrupt the Loggly API, circumvent the rate limits on use of the Loggly API as may be instituted by Loggly, or attempt to gain access to any systems or networks that connect thereto (except as required to use the Loggly API); (ii) use the Loggly API to replicate, frame or mirror loggly.com properties; (iii) transfer, sublicense, lease, lend, distribute or otherwise make available the Loggly API to any third party; or (iv) use the Loggly API or Loggly Data in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these API Terms.
4. Additional Distribution Rights. If you would like to be granted the right to distribute Loggly Data to your customers (“Customer”) as part of Your Use, you must obtain written permission to do so (“Distribution Right”).
5. Ownership. You expressly acknowledge that Loggly and its users own all worldwide right, title and interest in and to the Loggly API and Loggly Data, including all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Loggly expressly disclaims any ownership over User Data.  Any and all rights not specifically granted herein to you are reserved by Loggly.
6. Termination. These API Terms may be terminated at any time by ceasing your use of the Loggly API and use of any Loggly Data. Loggly may immediately suspend your access to the Loggly API or any Loggly Data at any time, and without notice to you if you breach any term or condition of these API Terms. Loggly may also terminate these API Terms hereunder at any time, for any reason or for no reason, with thirty (30) days notice (including by email) to you. Loggly will not be liable for any costs, expenses, or damages as a result of its termination of these API Terms. Upon termination, you will promptly cease accessing and using the Loggly API and Loggly Data and will remove all Loggly Data and all copies and portions thereof, in all forms and types of media from Your Use.
7. Confidential Information. You may be given access to certain non-public information, software and/or specifications relating to the Loggly API (“Confidential Information”), which is confidential and proprietary to Loggly. You may use this Confidential Information only as necessary in exercising your rights granted in these API Terms. You may not disclose any of this Confidential Information to any third party without Loggly’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
8. Disclaimer. You assume all responsibility and risk of use of the Loggly API and the Loggly Data. The Loggly API and Loggly Data are provided “AS IS” without warranty or condition of any kind. LOGGLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Loggly is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the Loggly API and the Loggly Data.
9. Indemnification. You will indemnify, defend (or settle) and hold Loggly harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with (i) your use of the Loggly API, Loggly Data or Loggly Marks (except to the extent expressly permitted by these API Terms); (ii) your breach or alleged breach of any of the terms of these API Terms; or (iii) Your Use.
10. Limitation of Liability. IN NO EVENT WILL LOGGLY BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE API TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LOGGLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE API TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL LOGGLY’S TOTAL LIABILITY arising out of or in connection with THESE API TERMS OR FROM THE USE OF OR INABILITY TO USE THE LOGGLY API OR LOGGLY DATA EXCEED $500.
11. Modification of API Terms. Loggly may modify these API Terms, in whole or in part, at any time and in its sole discretion, by posting notice on the Developer Site or by otherwise notifying you. If any modification to these API Terms is unacceptable to you, your only recourse is to terminate your license. Your continued use of the Loggly API or any Loggly Data following such notice will constitute your acceptance of the modifications.
12. General. These API Terms constitute the entire agreement between us with respect to its subject matter and supersedes and merges any prior proposals, understandings and contemporaneous communications with respect to its subject matter. You may not assign any of the rights or obligations granted hereunder, except with the express written consent of Loggly, and any attempted assignment in violation of this paragraph is void. These API Terms do not create or imply any partnership, agency or joint venture. These API Terms will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles. All claims arising out of or relating to these API Terms will be brought exclusively in the federal or state courts of San Francisco County, California, USA, and you consent to personal jurisdiction in those courts. If any part of these API Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these API Terms will remain in full force and effect.

LOGGLY RULES

These Rules apply to you, as a user of the Loggly API, and to your use of Loggly Data. Loggly may immediately suspend and/or terminate your access to the Loggly API and your use of Loggly Data if you violate these terms and conditions.

• You can abbreviate Loggly Data for display purposes, and as necessary due to technical limitations or requirements of any networks, devices, services or media, but you may not edit or revise the Loggly Data.
• You may not use Loggly Data:
  • To offer or disseminate any fraudulent, illicit or misleading goods or services;
  • In a manner that reflects unfavorably on Loggly, its products or services;
  • To violate the privacy, publicity, moral or any other proprietary right of others; or
  • To be harmful to Loggly’s or any third party’s systems and networks.