ZOCDOC
API TERMS OF USE
Thank you for using the ZocDoc Inc. ("ZocDoc")
application programming interface ("API"). The ZocDoc
API will allow you or the entity you represent ("You")
to access and receive valuable doctor and dentist information from ZocDoc
and present it on pages of your website, mobile applications, widgets
or other electronic media. These terms of use (the "API Terms
of Use") explain the basis upon which transactions will take
place between ZocDoc and You via the ZocDoc API, the uses that You may
make of the data supplied by ZocDoc via the ZocDoc API, and your obligations
and responsibilities in connection therewith.
By using the ZocDoc API, You accept and
agree to be bound by the following terms, conditions and policies (collectively,
the "Agreements"): (i) these API Terms of Use, (ii)
ZocDoc's general user terms of use (the "ZocDoc Terms of Use"), (iii) ZocDoc's privacy policy (the "ZocDoc Privacy Policy"), including any future amendments to any
of the foregoing and (iv) any other such policies that ZocDoc may post
on www.ZocDoc.com (“ZocDoc Site”) from time to time.
ZocDoc may, in its sole discretion and at any time, modify or revise
any of the Agreements. Notification of any changes to the Agreements
will be provided on the ZocDoc Site. Your continued use of the ZocDoc
API after the effective date of any such changes will constitute your
acceptance of and agreement to any such changes. In the event you cannot
agree to any changes in an Agreement, you will immediately cease any
and all use of the ZocDoc API and the ZocDoc Content (as defined below).
The purpose of the
ZocDoc API and these API Terms of Use is to allow You to develop new
and imaginative ways of using ZocDoc
Content. ZocDoc reserves the right to continually review and evaluate
all uses of the ZocDoc API for compliance with these API Terms of Use.
1. Registration with
ZocDoc
In order to access or utilize the ZocDoc
API, You must first register with the ZocDoc Site in order to receive
a valid ZocDoc Web Service Key ("ZWSK"). All queries
sent to the ZocDoc API requesting data must reference your valid ZWSK.
Your ZWSK shall be Confidential Information as defined in Section 7
herein.
2. Use of the ZocDoc
API
Subject to your full compliance with
all of the Agreements, ZocDoc hereby grants to You a non-exclusive,
revocable, non-sublicensable, non-transferable license (i) to download
and use the ZocDoc API, and any other materials provided by ZocDoc,
in order to interface with ZocDoc's servers for the purpose of accessing
and receiving data from ZocDoc ("ZocDoc Content");
(ii) to display such ZocDoc Content on pages of your website, mobile
applications, widgets and/or other electronic media; and (iii) to reproduce
and display the ZocDoc name and logo (the "ZocDoc Brand Features")
solely in connection with the branding requirements of Paragraph 4 of
these API Terms of Use. You may not use the ZocDoc API, the ZocDoc Brand
Features or any ZocDoc Content for any other purpose not expressly and
unambiguously authorized by these API Terms of Use, without ZocDoc's
prior written consent. All rights not expressly granted to You under
these API Terms of Use are reserved by ZocDoc.
3. Restrictions on
Use
Except as expressly and unambiguously
authorized under these API Terms of Use, You may not, without ZocDoc's
prior written consent:
(A) copy, rent, lease, sell, transfer,
assign, sublicense, dissemble, reverse engineer or decompile (except
to the limited extent expressly authorized under applicable statutory
law), modify or alter any part of the ZocDoc API; use the ZocDoc API
on behalf of any third party; attempt or provide a means to execute
any "bulk download" operations; cache or otherwise store any
ZocDoc Content; and/or modify any ZocDoc Content;
(B) use the ZocDoc API or any ZocDoc
Content in connection with or to promote any products, services or materials
that constitute, promote or are used primarily for the purpose of dealing
in: spyware, adware and/or other malicious programs or code; counterfeit
goods and/or items subject to U.S. embargo; unsolicited mass distributions
of e-mail ("spam"), actions intended to mislead search engines
into ranking some pages higher than they would otherwise deserve ("web
spam") multilevel marketing proposals, direct marketing and/or
telemarketing activities; hate materials; libelous, defamatory, obscene,
pornographic, abusive or otherwise offensive content; prostitution,
body parts and/or bodily fluids; stolen products and/or items used for
theft; hacking/surveillance/interception/descrambling equipment; fireworks,
explosives and/or other hazardous materials; gambling; professional
services regulated by state licensing regimes; and/or non-transferable
items such as airline tickets, event tickets, weapons and/or weapons
accessories;
(C) use the ZocDoc API or any ZocDoc
Content in any manner or for any purpose that violates any law or regulation,
or any right of any person including, but not limited to, intellectual
property rights, rights of privacy and/or rights of publicity, or which
is otherwise harmful to the ZocDoc Site, its providers, its suppliers
or any end user (including users of the ZocDoc Site and/or your own
website);
(D) use the ZocDoc API in a manner
that adversely impacts the stability of ZocDoc's servers or adversely
impacts the behavior of other applications using the ZocDoc API;
(E) use the ZocDoc API or any ZocDoc
Content in a manner that is directly competitive in nature with the
ZocDoc Site; and/or
(F) knowingly or negligently harm,
misuse or bring into disrepute the ZocDoc Site, the ZocDoc API or the
ZocDoc Brand Features; use the ZocDoc API in any way that harms ZocDoc,
its affiliates, users or customers or use the ZocDoc API for any purpose
that is actually or potentially fraudulent or inappropriate or contrary
to the Agreements.
4. Branding Requirements
You agree that, in accordance and strict
conformity with the ZocDoc
Branding Guidelines,
You will display the ZocDoc Brand Features, together with text-based
hyperlinks to the ZocDoc Site, on any and all pages of your website,
mobile applications, widgets and/or other electronic media incorporating,
utilizing or displaying (as applicable) the ZocDoc API and/or any ZocDoc
Content.
All hyperlinks to the ZocDoc Site must
connect users directly to the ZocDoc Site. You may not minimize, remove
or otherwise inhibit the full and complete display of the ZocDoc Site
accessed by clicking on such hyperlinks. You may not cause the ZocDoc
Site to be displayed in any pop-up, pop-under, exit windows, expanding
buttons or animated windows or to be framed in any way; provided
that You shall be allowed to spawn a new, full-sized browser window
when a user clicks on the hyperlink to the ZocDoc Site and to display
the ZocDoc Site in such window.
5. Proprietary Rights
As between ZocDoc and You, the ZocDoc
API, the ZocDoc Brand Features and any and all ZocDoc Content (subject
to the ZocDoc Terms of Service), and all intellectual property rights
contained in any of the foregoing, are and shall at all times remain
the sole and exclusive property of ZocDoc and are protected by applicable
intellectual property laws and treaties.
6.
Support
You agree to report to ZocDoc any errors
or difficulties discovered regarding the ZocDoc API and the characteristic
conditions and symptoms of such errors and difficulties. For the
avoidance of doubt, ZocDoc is in no way obligated to provide You with
any error correction or support, but may provide whatever error correction
and/or support services ZocDoc may determine in its sole discretion
(and anything it provides in connection therewith will be deemed part
of the ZocDoc API).
7. Confidentiality
The ZocDoc API and your ZWSK constitute
ZocDoc’s confidential information (“Confidential Information”).
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, subject to the
conditions stated below), (iii) not to use any Confidential Information
except for the purposes set forth in the API Terms of Use, 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 shall be similarly bound
in writing. You acknowledge and agree that due to the unique nature
of the 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, ZocDoc shall be entitled
to appropriate equitable relief in addition to whatever remedies it
might have at law.
8.
Termination
ZocDoc reserves the right, in its sole
discretion (for any reason or for no reason) and at any time without
notice to You, to change, suspend or discontinue the ZocDoc API and/or
suspend or terminate your rights under these API Terms of Use to access,
use and/or display (as applicable) the ZocDoc API, ZocDoc Brand Features
and/or any ZocDoc Content. Any termination of these API Terms of Use
shall also immediately terminate the licenses granted to You hereunder.
Upon any termination of these API Terms of Use, You shall promptly delete
and remove all calls to the ZocDoc API from all web pages, scripts,
widgets, applications, and other software in your possession or under
your control; promptly destroy and remove from all computers, hard drives,
networks and other storage media all copies of the ZocDoc API, ZocDoc
Brand Features and/or any ZocDoc Content; and You shall promptly certify
in writing to ZocDoc that such actions have been taken. Sections 5
through 15 herein shall survive any termination of these API Terms of
Use.
9. Indemnity
You agree that your use of the ZocDoc
API is at your own risk and You agree to hold harmless and indemnify
ZocDoc and its subsidiaries, affiliates, officers, agents, employees
and suppliers from and against any and all claims, damages, liabilities,
costs and fees (including reasonable attorneys' fee) arising from, or
in any related to (i) your or your users' use of the ZocDoc API or any
ZocDoc Content displayed on your website or (ii) any breach of the Agreements.
10. No Warranties
THE ZOCDOC API, ZOCDOC BRAND FEATURES
AND ZOCDOC CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, ZOCDOC DISCLAIMS
ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE
ZOCDOC API, ZOCDOC BRAND FEATURES AND ANY ZOCDOC CONTENT, 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 AND NON-INFRINGEMENT OF THIRD-PARTY
RIGHTS. FURTHER, ZOCDOC DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE
ZOCDOC API WILL BE UNINTERRUPTED OR ERROR FREE.
11. Limitation of
Liability
REGARDLESS OF WHETHER ANY REMEDY SET
FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND TO THE
FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL ZOCDOC OR ITS SUBSIDIARIES,
AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU
OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO ANY SUBJECT MATTER
RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA,
COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER
SPECIAL, INDIRECT, INCIDENTAL CONSEQUENTIAL OR DIRECT DAMAGES
OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE ZOCDOC API
OR FOR ANY OTHER REASON OR CAUSE, EVEN IF ZOCDOC HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS
OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO
THESE API TERMS OF USE MUST BE BROUGHT WITHIN (1) YEAR AFTER THE OCCURRENCE
OF THE EVENT GIVING RISE TO SUCH CLAIM.
12. Limited Relationship
ZocDoc and You are, and shall remain,
independent contractors, and nothing in these API Terms of Use shall
be construed as creating an employer-employee relationship, partnership
or joint venture. Although You are permitted to publicize your use of
the ZocDoc API, You agree not to make any other statements, without
the prior written consent of ZocDoc, implying a different kind of relationship
between You and ZocDoc including any implied endorsement of your content,
products, or services by ZocDoc. You do not have any authority of any
kind to bind ZocDoc in any respect whatsoever.
13. Authority
If you are using or intending to use
the ZocDoc API on behalf of an employer or other principal, you hereby
represent and warrant that you are authorized to enter into this Agreement
on your principal's behalf and that this Agreement is fully binding
upon such principal.
14. Miscellaneous
These API Terms of Use, accepted upon
your use of the ZocDoc API, and all terms, guidelines and rules referenced
herein, contain the entire agreement between You and ZocDoc regarding
the subject matter hereof. These API Terms of Use, and any disputes
arising from or relating to the interpretation thereof, shall be governed
by and construed under the laws of the State of New York without regard
to its conflict of law provisions. You agree to personal jurisdiction
by and venue in the state and federal courts of the State of New York,
City of New York. ZocDoc may provide You with notices, including those
regarding changes to the Terms of Service by email, regular mail or
postings on the ZocDoc Site. The failure of ZocDoc to exercise or enforce
any right or provision of these API Terms of Use shall not constitute
a waiver of such right or provision. The failure of either party to
exercise in any respect any right provided for herein shall not be deemed
a waiver of any further rights hereunder. If any provision of these
API Terms of Use is found to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary so that
these API Terms of Use shall otherwise remain in full force and effect
and enforceable. These API Terms of Use are not assignable, transferable
or sublicensable by You except with ZocDoc's prior written consent.
The section titles in these API Terms of Use are for convenience only
and have no legal or contractual effect.
15. Contact and Violations
Please contact ZocDoc with any questions
regarding these API Terms of Use. Please report any violations of these
API Terms of Use to legal@zocdoc.com.
