Terms Of Service

KIVA DEVELOPER TERMS OF SERVICE

By using the Kiva API provided by Kiva Microfunds (“Kiva”), you (the “Licensee”) agree to the following terms and conditions:

1. Definitions

“Intellectual Property Rights” means, collectively, all patents, copyrights, trade secrets, know-how, trademarks and all other intellectual property or proprietary rights recognized anywhere in the world, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired.

“Kiva API” means the set of webservices provided by Kiva at api.kivaws.org for purposes of programmatically accessing public data in the Kiva microlending platform.

“Kiva Websites” means Kiva.org or any other web property owned by Kiva.

“Permitted Purpose” means non-commercial purposes that are consistent with or that further Kiva’s mission, values, goals and/or objectives of reducing global poverty through microfinance. For purposes of illustration, without limitation, applications that: (1) facilitate “community” amongst lenders or that improve the distribution of lender-related information to promote increased community interaction between lenders, (2) facilitate the browsing of borrower listings or the ability of lenders to review borrower profiles of interest (such as by type of business or geographic location), (3) improve the visibility of loan stories and journals, (4) analyze Kiva’s lending data to identify or highlight trends, and/or (5) promote positive innovation or enhance the user experience of users on or visitors to the Kiva website; are examples of applications that fall within the scope of the “Permitted Purpose.”

2. Grant of License

Subject to your (“Licensee’s”) full compliance with all of the terms and conditions of this API License Agreement (“Agreement”), Kiva grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to use the Kiva API and other materials provided by Kiva (collectively referred to as the “Licensed API”) to develop, reproduce and distribute non-commercial applications for the Permitted Purpose (“Developed Applications”). Licensee may not use the Licensed API for any other purpose (including without limitation any commercial purpose) without Kiva's prior written consent. Further, under no circumstances will Licensee benefit commercially or financially from a Developed Application or any Kiva data. For the sake of clarity, the sale of advertising on a website where a Developed Application is hosted shall not alone constitute a commercial use under this Agreement, provided that the advertising is not integrated within the Developed Application itself. Further, a Developed Application may not be used to sell advertising and may not be used to promote the sale of advertising in any way.

Licensee may not use the Licensed API for activities that violate any law, statute, ordinance or regulation. For purposes of illustration, without limitation, Licensee shall not use the Licensed API in connection with or to promote any products, services, or materials that constitute, promote or are used for the purpose of dealing in: spyware, adware, bots, crawlers or other malicious programs or code; unsolicited mass distribution of email (“Spam”); multi-level marketing proposals; hate materials; hacking / unauthorized decryption; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; stolen products and items used for theft, or to commit phishing or other fraud or to perpetrate scams, including, but not limited to, “phishing” scams; services or programs regulated by state licensing regimes, pyramid or ponzi schemes; activities that involve gambling, gaming and/or any other activity involving chance and/or the opportunity to win a prize, such as a sweepstakes or raffle, or contests and/or money laundering or other illegal /prohibited / fraudulent / not legitimate / improper transfers of funds or transactions. In addition, for purposes of illustration and without limitation, Licensee shall not: (1) falsely identify a product as being endorsed, approved by or produced by Kiva, (2) use any Kiva data, materials or media for any purpose other than the Permitted Purpose without Kiva’s prior written consent, (3) misrepresent in any way information about or relating to a loan, lender, borrower or Kiva partner (irrespective of whether such misrepresentation is due to Licensee’ intentional conduct, error or ignorance), and/or (4) solicit or attempt to solicit any user information on behalf of Kiva or under the pretense of being Kiva.

3. Proprietary Rights

As between Kiva and Licensee, the Licensed API and all Intellectual Property Rights in and to the Licensed API are and shall at all times remain the sole and exclusive property of Kiva and are protected by applicable laws and treaties.

4. Other Restrictions

Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly required by applicable statutory law), modify or alter any part of the Licensed API, or (ii) otherwise use the Licensed API on behalf of any third party. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Kiva or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein.

5. Additional Licensee Obligations

Licensee agrees: (1) that all Developed Applications will preserve the dignity of the individuals seeking loans represented, described or listed on the Kiva Websites, (2) that all Developed Applications will clearly indicate that such Developed Application was not developed by Kiva and is not endorsed by Kiva, and (3) that any images used in a Developed Application will be linked via hyperlink to the loan detail page (or original image if not a loan image) on Kiva's image servers unless such linking is not technically feasible. License further agrees to preserve (and not obscure or cover) all copyright notices and other proprietary rights notices on content that Kiva makes available to Licensee via the Licensed API and to provide proper attribution for all such content. For purposes of illustration and without limitation, if, for example, you develop an application that provides a graph using data provided by Kiva, you must accurately state that the data you used comes from Kiva.

6. Warranty Disclaimer

THE LICENSED API IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, KIVA AND ITS LICENSORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED API, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, AVAILABILITY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. FURTHER, KIVA DOES NOT WARRANT AND DISCLAIMS ANY AND ALL WARRANTIES THAT LICENSEE’S USE OF THE LICENSE API WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE AGREES THAT ALL USE OF THE LICENSED API WILL BE AT LICENSEE’S SOLE RISK. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE, AND LICENSEE MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

7. Support and Upgrades

This Agreement does not entitle Licensee to any support for the Licensed API, unless Licensee makes separate arrangements with Kiva in writing that is signed by Kiva and Licensee and Licensee pays all fees associated with such support. Any such support provided by Kiva shall be subject to the terms of this Agreement.

8. Limitation of Liability

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL KIVA OR ITS LICENSORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE LICENSED API, EVEN IF KIVA 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 THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, KIVA DISCLAIMS ALL LIABILITY OF ANY KIND OF KIVA'S LICENSORS. LICENSEE AGREES THAT KIVA SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY USE LICENSEE MAKES OF THE LICENSED API.

9. Indemnification

Licensee shall indemnify, defend and hold harmless Kiva and its licensors from any and all claims, actions, suits, proceedings, losses, expenses, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising in connection with or relating to Licensee’s use of the Licensed API and arising in connection with or relating to any Developed Applications.

10. Term and Termination

This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason, including but not limited to, termination by Kiva if Licensee violates any provision of this Agreement or if the exercise of the rights granted hereunder by Licensee is inconsistent with or is in conflict with Kiva’s mission, values, goals or objectives. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, Licensee shall: (1) destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Licensed API, (2) shall so certify to Kiva that such actions have occurred, and (3) cease using and will cease distribution of all Developed Applications. Kiva shall have the right to inspect and audit Licensee’s facilities to confirm the foregoing. Sections 3, 6, 8, 9, 10, and 13 shall survive termination of this Agreement.

11. Government Use

If Licensee is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Licensed API is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Licensed API is a “commercial item,” “commercial computer software’ and “commercial computer software documentation,” respectively. In accordance with such provisions, any use of the Licensed API by the Government shall be governed solely by the terms of this Agreement. Manufacturer is Kiva Microfunds.

12. Export Controls

Licensee shall comply with all relevant export laws and restrictions and regulations of the United States including but not limited to those of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), as well as those of foreign agencies or authorities, and Licensee shall not export, or allow the export or re-export of the Licensed API or any Developed Application in violation of any such restrictions, laws or regulations. Licensee will also not use the Licensed API for any purpose prohibited by such laws, restrictions or regulations (including but not limited to nuclear, chemical or biological weapons proliferation). By using the Licensed API, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

13. Miscellaneous

This Agreement constitutes the complete and entire agreement between Licensee and Kiva pertaining to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California by two residents thereof and without reference to its conflicts of law principles. Kiva and Licensee expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in San Francisco County, California, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. This Agreement may be amended or modified only by a writing executed by Kiva. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable for any reason, that provision of the Agreement will be reformed to the extent necessary to make it enforceable or will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. The failure of Kiva to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Kiva’s rights with respect to such breach or any subsequent breaches. Any waiver of any provision of this Agreement by Kiva will be effective only if in writing and signed by Kiva. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without Kiva's prior written consent and any action or conduct in violation of the foregoing shall be null and void and without effect. Kiva expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.