API Terms and Conditions
EFFECTIVE DATE: NOVEMBER 1, 2020
Thank you for using the Milk Application Programming Interfaces (the “Milk APIs”). These API Terms and Conditions (the “API Terms”), together with the Future Present Perfect Systems Terms of Service, form a binding contract between you, or the company or legal entity that you represent, and Future Present Perfect Systems. As used in these API Terms, “we,” “our” and “us” refers to Future Present Perfect Systems, and “you,” and “your,” refers to the individual, company or legal entity that you represent.
By agreeing to these API Terms, you agree to abide by these API Terms and any and all guidelines or other documentation provided by Future Present Perfect Systems for use in connection with the Milk APIs (the “API Documentation”). In the event of any inconsistency between these API Terms and the Terms of Service, these API Terms shall control.
Some of these API Terms apply to your own use of the Milk APIs to develop, test, and support Your Application, while others apply to your access and use of the Milk APIs to receive, modify, use, and display User Content from the Future Present Perfect Systems Service in Your Application or to distribute Your Application to end users and allow such end users to access your integration of the Milk APIs within Your Application. Not all of the provisions of these API Terms may apply to your specific use of the Milk APIs in each instance.
If you are accepting these API Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to these API Terms.
License Grants and Restrictions.
API License Grant. Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to (i) access and use the Milk APIs and API Documentation to receive, modify, use, and display user content (the “User Content”) from the Future Present Perfect Systems service (the “Future Present Perfect Systems Service”) in your website or native application for mobile devices (“Your Application”) subject to the permissions of the relevant users’ accounts; (ii) use the Milk APIs, API Documentation, or User Content to develop, test, and support Your Application, and (iii) distribute Your Application to end users and to allow such end users to access your integration of the Milk APIs within Your Application. You may not use the Milk APIs for any other purpose without Future Present Perfect Systems’ prior written consent. If you are integrating the Milk APIs in Your App, you may charge for Your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Milk APIs.
Trademark License Grant. Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to reproduce and display the Future Present Perfect Systems/Milk name and logo (the “Future Present Perfect Systems/Milk Marks”) in accordance with the Future Present Perfect Systems Trademark Guidelines and solely to promote or advertise your integration of the Milk APIs in Your Application.
All of our rights not expressly granted by these API Terms are hereby retained.
In connection with your use of the Milk APIs, you must:
Obtain the explicit consent of the user before collecting, using, posting, or sharing any User Content obtained through the Milk APIs on a user’s behalf. Mere authorization of your application by the user does not constitute consent.
Comply with the Future Present Perfect Systems Terms of Service
Comply with any requirements or restrictions imposed on usage of User Content by the owner of such content. Although the Milk APIs can be used to provide you with access to User Content, neither Future Present Perfect Systems’s provision of the Milk APIs to you nor your use of the Milk APIs overrides any requirements or restrictions placed on such User Content by the user or a third party with a legal interest in the User Content.
Maintain a user agreement and privacy policy for Your Application, which is prominently identified or located where users download or access Your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms. You must promptly notify us in writing via email to terms-questions@milkOS.io of any breaches of your user agreement or privacy policy that impact or may impact users of the Milk APIs, the Service, or the Website.
Obtain the consent of a user prior to deleting or destroying any of the content associated with their Future Present Perfect Systems account.
Provide attribution to Future Present Perfect Systems/Milk as the source of data in accordance with the following guidelines:
Display a Future Present Perfect Systems/Milk Mark so it is clear to the user that the data is from Future Present Perfect Systems.
Link the logo in such Future Present Perfect Systems/Milk Mark to https://milkOS.io.
Comply at all times with trademark guidelines provided by Future Present Perfect Systems when using or displaying the Future Present Perfect Systems/Milk Marks.
You (and Your App) May Not:
Access, store, or share User Content to which the user has not granted you explicit access rights, or user’s login credentials.
Make requests that exceed our rate limits or use the Milk APIs in a manner that impacts the stability of Future Present Perfect Systems’ servers or impacts the behavior of other applications using the Milk APIs.
Engage in any activity that (i) compromises, breaks, or circumvents any of our technical processes or security measures associated with the Milk APIs, the Service, or the Website or (ii) poses a security vulnerability to other users.
Use “nofollow” tags on your links to Future Present Perfect Systems. All links back to Future Present Perfect Systems should be followable.
Request or publish information impersonating a Future Present Perfect Systems user or misrepresent any user or other third party in requesting or publishing information.
Create or disclose metrics about, or perform any statistical analysis of, the Milk APIs.
Display Future Present Perfect Systems’ Marks or User Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Future Present Perfect Systems, other than your permitted use of the Milk APIs under these API terms.
Display the User Content on any site that disparages Future Present Perfect Systems or its products or services, or infringes any Future Present Perfect Systems intellectual property or other rights.
Copy, sell, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the Milk APIs.
Sell, rent, lease, share, transfer, assign, or sublicense any User Content or other information or data obtained through the Milk APIs, directly or indirectly, to or with any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party.
Use the User Content in any advertisements or for purposes of targeting advertisements (whether such advertisements appear in Your Application or elsewhere).
Attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use the Milk APIs.
Use the Milk APIs for any application that constitutes, promotes or is used primarily for the purpose of dealing in:
spyware or any other malicious programs or code;
activities that violate any law or regulation, or any rights of any person, including but not limited to intellectual property rights;
activities that, in Future Present Perfect Systems’ sole judgment, are offensive or might harm Future Present Perfect Systems’ business or its reputation.
Access the Milk APIs or API Documentation in order to replicate or compete with the Milk APIs, the Service, or the Website.
Usage Limitations. Future Present Perfect Systems may limit the maximum User Content that may be accessed, the rate at which such User Content may be accessed, and/or the number of network calls that Your Application may make via the Milk APIs. Future Present Perfect Systems may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the Milk APIs by an application after any usage limitations are exceeded.
Fees and Payment. The Milk APIs are currently provided for free, but Future Present Perfect Systems reserves the right to charge fees for the future use of or access to the Milk APIs. If we do charge a fee for use of the Milk APIs, we will provide you with reasonable notice and you can stop using the Milk APIs at any time.
Suspension and Termination. Your license to utilize the Milk APIs and the Future Present Perfect Systems Marks shall continue until it is terminated by either party as set forth herein. You may terminate this license at any time by discontinuing use of the Milk APIs. Future Present Perfect Systems may suspend or terminate your right and license to use all or any of the Milk APIs or the API Documentation at any time, with or without cause, and without notice to you. Upon termination of your license for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of User Content and Future Present Perfect Systems Marks.
Disclaimer of Any Warranty. Future Present Perfect Systems does not represent or warrant that any Milk APIs are free of inaccuracies, errors, bugs or interruptions, or are reliable, accurate, complete or otherwise valid. THE Milk APIs ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTY OF ANY KIND AND FUTURE PRESENT PERFECT SYSTEMS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE Milk APIs WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOUR USE OF THE Milk APIs IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY Milk APIs INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
Limitation of Liability. FUTURE PRESENT PERFECT SYSTEMS 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 Milk 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 FUTURE PRESENT PERFECT SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE API TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS IN SECTIONS 5-7 MAY NOT APPLY TO YOU. IF YOU ARE A NEW JERSEY RESIDENT, OR A RESIDENT OF ANOTHER STATE THAT PERMITS THE EXCLUSION OF THESE WARRANTIES AND LIABILITIES, THEN THE ABOVE LIMITATIONS SPECIFICALLY DO APPLY TO YOU.
Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Future Present Perfect Systems, 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 the Milk APIs, the User Content or the Future Present Perfect Systems Marks. 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 that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
Indemnification. To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Future Present Perfect Systems and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all third party claims arising from or in any way related to your use of the Milk APIs, including any liability or expense arising from all claims, losses, damages, liabilities, costs and fees (including reasonable attorneys’ fees) of every kind and nature. Notwithstanding anything contained in the preceding sentence, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.
Remedies. You acknowledge that your breach of these API terms may cause irreparable harm to Future Present Perfect Systems, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Future Present Perfect Systems may be legally entitled, Future Present Perfect Systems shall have the right to seek immediate injunctive relief in the event of a breach of these API terms by you or any of your officers, employees, consultants or other agents.
General Terms.
Publicity. You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and customers, subject to your standard trademark usage guidelines as provided to us from time-to-time.
Relationship of the Parties. You and Future Present Perfect Systems are independent contractors and these API Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. You shall not have any authority to assume or create any obligation for or on behalf of Future Present Perfect Systems, express or implied, and you shall not attempt to bind Future Present Perfect Systems to any contract without its express consent.
Severability. If any provision of these API 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 that the other provisions remain in full force and effect.
Governing Law. These API Terms and the relationship between you and Future Present Perfect Systems shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Future Present Perfect Systems agree to submit to the personal jurisdiction of the courts located within the county of Westchester, NY.
No Waiver. Future Present Perfect Systems’ failure to exercise or enforce any right or provision of these API Terms shall not constitute a waiver of such right or provision.
Survival. Sections 1.3, 4, 5, 6, 7, 8, and all of the subsections of Section 10 will survive any termination or expiration of the API Terms.
Entire Agreement. These API Terms, together with the Future Present Perfect Systems Terms of Service, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any inconsistency between these API Terms and the Future Present Perfect Systems Terms of Service, these API Terms shall control.
For questions about these or any Future Present Perfect Systems terms or policies, email us at terms-questions@milkOS.io.