Sager Electrical Supply Company, Inc. API TERMS OF SERVICE
Last modified August 2021
These Terms of Service (the “Terms”) apply to your access and use of the application programming interface that is made available on this website or through a third-party service provider (the "API"), and any and all data, images, text, or other information or content transmitted through the API (the "Sager Data"). “We” “us” and “our” means Sager Electrical Supply Company, Inc. (Sager). “You” or “your” means the applicant. The API may allow You to access Sager Data on one or more sites, including Sager Sites as well as through approved third-party site(s). The term Sager Data also includes any by-products, derivatives, aggregations, compilations, or analysis based on Sager Data, whether prepared by Sager or You. If You use any API to access or use such Sager Data, or provide this access to a third-party service provider, You agree to comply and be bound by these Terms of Service and Privacy Policy of Sager.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS, OR BY ACCESSING OR USING THE API OR Sager DATA, YOU (A) AGREE TO BE BOUND BY THE TERMS; AND (B) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR). IN ADDITION, IF THE TERMS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THE TERMS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE TERMS.
1. Purpose
The API is made available by Sager, or through another approved third-party to enable others to access commercially valuable Sager Data and present it to their end users within their web sites and software applications (“Application”) in ways that complement and enhance Sager’s own products and services (“Permitted Purposes”). Any use of the API that is competitive to or inconsistent with Sager’s own products and services, aggregates, in any way, any Sager Data with third party content (without distinction) or fails to attribute the Sager Data appropriately to Sager is expressly not permitted. Sager reserves the right to continually review and evaluate all uses of the API and will determine whether specific uses of the API are Permitted Purposes or not permitted in its sole discretion. Sager’s failure to immediately terminate any user of the Sager API for a non-permitted purpose shall in no way be construed as a waiver of its ability to terminate such user later or any other user. Sager reserves the right to request information related to your use of any Sager API and your compliance with these Terms. Failure to timely and completely respond to such request may result in termination.
2. Enrollment and Suitability
To begin the enrollment process, You must submit a complete and accurate access request form. In your access request form, You must describe (i) the Application you intend to develop and use with the API, (ii) if a third-party service provider will be used, or (iii) how You intend to display Sager Data. We will evaluate your access request form and notify You by email of its acceptance or rejection. We reserve the right to reject your enrollment form for any reason, in our sole discretion, in the event we determine that your Application is unsuitable.
If we reject your enrollment form, you are welcome to reapply at any time. However, if we accept your access request form and we later determine that your Application is unsuitable, we may terminate the Terms.
You will ensure that the information included in your access request form, including your contact information and the description of your Application, is at all times complete, accurate, and up-to-date.
By enrolling, you will be issued one or more unique security keys, secrets, tokens, passwords and/or other credentials (collectively, "Key(s)") for accessing the API and managing your account. You may only access your account with the Key(s) issued to You by Sager. Access may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Key(s) to any other party or use them with any application other than that for which you initially applied for. You are fully responsible for maintaining the secrecy and security of your Key(s). You are fully responsible for all activities that occur using your Key(s), regardless of whether such activities are undertaken by You or through a third party. You should contact us immediately if You believe that someone other than You may be using your Key(s) or if your Key(s) is otherwise lost or stolen.
3. Inaccessibility of the API
You understand and agree that from time to time the API may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic updates, maintenance procedures or repairs; or (iii) causes beyond the control of Sager or which are not reasonably foreseeable by Sager, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. You acknowledge and agree that Sager has no control over the availability of the services on a continuous or uninterrupted basis.
4. API Restrictions
By making calls to the API or accessing Sager Data, You agree that You will not, and will not assist or enable others to:
1) cache, record, pre-fetch, or otherwise store any portion of the Sager Data, or attempt or provide a means to execute any “bulk download” operations or compile any databases of the Sager Data or in any other manner build a data warehouse;
i) Sager Data used for quoting may only be stored for a maximum of thirty (30) days and the Sager Data is only valid at the instance the Sager Data is queried on Sager systems. This includes your system(s) or other third-party service providers systems.
2) use the Sager Data in a manner that (i) is competitive to, or inconsistent with, Sager's own products and services, (ii) aggregates, in any way, any Sager Data with third party content (without distinction), (iii) compiles databases out of the Sager Data, or (iv) fails to attribute the Sager Data appropriately to Sager;
3) modify the Sager Data (except modifications to the Sager landing page URL as required to facilitate tracking by third parties authorized by Sager), or use it to update or create your own database of business listing information;
4) display Sager Data in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Sager, other than your permitted use of the API under the Terms;
5) copy, rent, lease, sell, transfer, assign, sublicense, disclose, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API or Sager Data;
6) use the API in a manner that impacts the stability of Sager’s servers or impacts the behavior of other applications using the API; or
7) use the API or Sager Data in any manner or for any purpose that may violate any applicable law or regulation (including, without limitation, the EU General Data Protection Regulation), or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or data protection, or which otherwise may be harmful (in Sager’s sole discretion) to Sager, its providers, its suppliers, end users of this website, or your end users; or
8) make determinations and/or recommendations based upon Sager Data to any customer or other third party; or access and use the API for general data gathering or to conduct any general analysis not associated with a specific order, bid, or MRP-related inquiry, including, without limitation, developing any trending or price guidance analysis using Sager Data.
5. Limited License and Attribution
The API, including without limitation all Sager Data, is owned by or licensed to Sager or our third-party content providers. Subject to the terms set forth in these Terms, and as long as You have a current and valid Key(s), Sager grants to You a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to display the Sager Data solely on your Application. You may not use the API or Sager Data for any other purpose without Sager’s prior written consent. Other than the limited license expressly set forth in this Section 5, we reserve all right, title and interest in and to the API, the Sager Data, and our trademarks and logos and any other intellectual property and technology that we provide or use in connection with the API or the Sager Data.
You must clearly and conspicuously attribute the source of all Sager Data as received from Sager. You may not modify, obscure or otherwise disable the functioning of links to Sager or third-party applications or websites provided within the Sager Data. Similarly, you may not omit, modify, or obscure text, images, artwork, logos, copyright or similar notices of any Sager Data that you receive from the API, provided however, that with graphic images, you may re-size such images while maintaining the same relative proportions of the image.
You acknowledge and agree that Sager may monitor your, or your third-party service provider’s, Application in order to confirm compliance with the Terms and may request information at any time to support your compliance with the Terms.
6. Obligations Regarding Your Application
1) You are solely responsible for, and we have no liability for, the development, operation, or maintenance of your Application or for any materials contained on your Application.
2) You agree that you will not: (i) send or initiate any email or other electronic messages that in any way suggests or implies or misleads or are likely to mislead a recipient into believing that Sager was the sender or sponsor of such email or electronic message or procured You or induced You to send such email or electronic message; (ii) forward, redistribute or otherwise repurpose any email or other electronic messages that we send our customers or (iii) send or initiate any email in violation of any applicable laws, rules or regulations and other requirements of any governmental authority that has jurisdiction over you.
3) When promoting the Sager API the following guidelines must be followed: (i) You must not give the impression that You are, or represent, Sager through use of phrases such as ‘Official Site’; (ii) You must not engage in any pay per click, keyword or ad word campaigns unless you receive the prior written approval from Sager, which approval may be withheld at our sole discretion; (iii) You must not target the brand names of any entities that are direct competitors of Sager, or otherwise engage in marketing practices that are illegal or violate the rights of any third party; and (iv) You must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. You agree that, following notice from Sager, you will promptly remove any search listing containing copy and/or creative components that Sager, in its sole discretion, deems inappropriate for any reason.
4) You agree that you will not exceed the number of calls assigned to you by Sager. If you anticipate exceeding call limitations, contact us and we can discuss your particular situation. Sager may, at its sole discretion, choose to increase call limits in certain situations. Repeat violations of the call limit may result in revocation of your right to use the API.
7. Term and Termination
The Terms will take effect upon our acceptance of your access request application and will end when terminated by either party. Either You or Sager may terminate the Terms at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of the Terms, any and all licenses, access and/or use You have with respect to the API and Sager Data, along with access by your third-party service provider, will automatically terminate and you will immediately stop using the API, and promptly remove from your Application and delete or otherwise destroy all Sager Data and any other materials provided or made available by or on behalf of Sager to You under the Terms or otherwise in connection with the API. In addition, we may terminate or suspend your license to access and use the API or any part of or all Sager Data at any time without terminating the Terms by giving You written notice. Upon your receipt of that notice, you will immediately stop using the API and Sager Data, and promptly remove Sager Data from your Application, provided that (i) in the case of a suspension You may resume access to and use of the API and Sager Data upon notice from us; or (ii) in the case of a termination you will additionally promptly delete or otherwise destroy all Sager Data. Upon any termination of the Terms, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 6, 8, and 11-21 will survive the termination of the Terms. No termination of the Terms will relieve either party for any liability for any breach of, or liability accruing under, the Terms prior to termination.
8. Publicity
You shall not create, publish, distribute or permit any written or verbal materials (e.g. press releases, marketing material or screen shots) that make reference to us without first submiSagerng such material to us and receiving our prior written consent, which may be withheld in our sole discretion.
9. Modification
Sager reserves the right at any time, at its sole discretion, and without liability to you, to change the Terms by posting a change notice on the Sager Website for APIs. It is your responsibility to check the Terms for updates. If any modification is unacceptable to you, you agree that your only recourse is to discontinue use of the API. Your continued usage of the API after our posting of a change notice will constitute binding acceptance of the change.
10. Relationship of Parties
You and Sager are independent contractors, and nothing in the Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.
11. Indemnification
You shall indemnify, defend, and hold harmless Sager and its company affiliates and suppliers, and their respective officers, directors, employees, agents, shareholders, partners, and representatives harmless from and against any and all allegations, claims, suits, proceedings, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, arbitration fees, court costs and witness fees) (collectively, “Losses”) insofar as such Losses arise out of or are based upon (i) your Application or any materials that appear on or with your Application; (ii) your misuse, unauthorized modification or unauthorized use of the API or Sager Data; (iii) your violation of the Terms; or (iv) your negligence or willful misconduct
12. Disclaimer of Warranties
YOUR USE OF THE API AND Sager DATA IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE API, INCLUDING ALL Sager DATA, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE EXTENT PERMITTED BY LAW, Sager AND ITS AFFILIATES DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Sager AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE API OR Sager DATA.
Sager AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE API WILL BE ACCURATE OR RELIABLE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM THE API WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (iv) ANY ERRORS IN THE API WILL BE CORRECTED.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE API, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
13. Limitation of Liability
TO THE FULL EXTENT PERMITTED BY LAW, Sager AND ITS AFFILIATES ARE NOT LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE API, EVEN IF Sager OR ANY OF ITS AFFILIATES HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (i) THE USE OF OR THE INABILITY TO USE THE API; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE API; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE.
TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. Sager AND ITS AFFILIATES DO NOT SEEK TO EXCLUDE OR RESTRICT ITS LIABILITY FOR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE API OR Sager DATA, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST Sager, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
14. Choice of Law and Attorneys’ Fees
This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by the laws of the State of Texas, excluding any laws that direct the application of another jurisdiction’s laws. Each Party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the state and federal courts located in Tarrant County, Texas in any suit, action or other proceeding relating to this Agreement or any of the transactions contemplated hereby. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or other proceeding arising out of this Agreement or the transactions contemplated hereby in the state and federal courts located in Tarrant County, Texas, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or other Proceeding brought in any such court has been brought in an inconvenient forum. Each Party hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, in any forum other than the state and federal courts located in Tarrant County, Texas. The Parties hereby acknowledge and agree that the United Nations Convention on Contracts for the International Sales of Goods shall not apply to this Agreement and each Party hereby waives any and all rights arising under the United Nations Convention on Contracts for the International Sales of Goods.
15. Waiver of Jury Trial
Each Party hereby expressly and knowingly waives, to the fullest extent permitted by law, any right to a trial by jury in any action or other proceeding to enforce or defend any rights under the Terms or any of the transactions contemplated hereby, including any and all claims and causes of action in any way based upon or relating to the preparation, negotiation, construction, interpretation, enforceability, performance and/or breach of these Terms or any of the transactions contemplated hereby.
16. Entire Agreement
This Agreement contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement.
17. Notice
Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (a) for Sager, via registered mail, return receipt requested or via an internationally recognized express mail carrier to: Sager, Inc., Internet Business Department, 2441 Northeast Pkwy, Fort Worth, TX 76106, USA; and (b) for You, __________ at the email or physical address listed on your account (effective upon sending as long as Sager does not receive an error message regarding delivery of the email) or five days after mailing).
18. Remedies and Waiver
Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
19. Export Control Laws and Regulations
The API, Sager Data, and products derived or obtained from the API may be subject to export control laws, restrictions, regulations and orders of the United States or other countries. You agree to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall (i) obtain any export, re-export or import authorizations required by United States or your local laws; (ii) not use Sager Data, or direct product from the API to design, develop or produce missile, chemical/biological or nuclear weaponry; and (iii) not provide the API, Sager Data or direct product from the API to prohibited countries and entities identified in any United States or foreign law or regulation.