Last Updated on October 1, 2023
THE APIs AND API DATA ARE SOLELY INTENDED FOR USE BY DEVELOPERS REQUIRING ACCESS TO ANYWHERE APIs, AND NOT FOR INDIVIDUAL CONSUMERS. IF YOU ARE AN INDIVIDUAL CONSUMER, YOU ARE NOT PERMITTED TO ACCESS OR USE APIs OR API DATA.
Under the Terms, “Anywhere” means Anywhere Real Estate Services Group LLC (formerly known as Realogy Services Group LLC) and its applicable affiliates. Anywhere has offices at 175 Park Avenue, Madison, NJ 07940, United States. We may refer to “Anywhere” as “we”, “our”, or “us” in the Terms.
Section 1: Account and Registration
Accepting the Terms
You may not use the APIs or API Data, and may not accept the Terms if (a) you are not of legal age to form a binding contract with Anywhere, or (b) you are a person barred from using or receiving the APIs or API Data under the applicable laws of the United States or other countries including the country in which you reside or from which you use the APIs.
Entity Level Acceptance
If you are using the APIs or API Data on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).
In order to access APIs, you are required to register and be approved for a developer account through the API Portal. You are required to provide certain information (such as identification or contact details) as part of the registration process, or as part of your continued use of the APIs. You are responsible for ensuring that any registration information you give to Anywhere will always be accurate and up to date and you are responsible for informing us promptly of any updates. Anywhere reserves the right to terminate inactive registrations.
Subsidiaries and Affiliates
Anywhere has subsidiaries and affiliated legal entities around the world. These companies may provide the APIs and API Data to you on behalf of Anywhere and the Terms will also govern your relationship with these companies.
Section 2: Using Our APIs
Your End Users
You are not permitted to allow any third party to access or use our APIs or API Data, provided, that you may exercise the rights granted to you in the Terms through your personnel and contractors (collectively, “End Users”). You will ensure your End Users comply with the Terms. You are fully responsible and liable for all acts or omissions of End Users, including acts or omissions that would constitute a breach of the Terms if such acts or omissions were undertaken by you.
Compliance with Law, Third Party Rights, and Other Anywhere Terms of Service
You will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs for unlawful or illegal purposes, to encourage or promote illegal activity, or violation of third party rights. You will not violate any other terms of service or agreements with Anywhere (or its affiliates).
As between you and Anywhere, APIs and API Data are the exclusive property of Anywhere and: (i) contain the valuable proprietary information and trade secrets of Anywhere and its licensors, and (ii) are protected by copyright, trademark, and other intellectual property laws of the United States and other countries. Subject to the Terms and your ongoing compliance with the Terms, Anywhere grants to you, while the Terms between you and Anywhere are in effect, a limited, non-exclusive, revocable, non-assignable, non-sublicensable license to access and use (i) specific APIs approved by Anywhere and (ii) associated API Data for such approved APIs, in each case solely as permitted in the Terms and as identified in the Additional API Terms .
Permitted Access and Use
1. You shall use the APIs only to the extent expressly authorized by Anywhere.
2. You will only access (or attempt to access) an API by the means described in the API documentation of that API.
3. Anywhere will assign you developer credentials (e.g. client IDs) that are associated with specific APIs and specific purposes. You must use developer credentials solely with the applicable APIs initially approved by Anywhere. Any other uses (e.g., different APIs or different purposes) is considered a material breach of the Terms.
4. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs or developer accounts.
5. Separate developer credentials may be issued for (a) internal development and test use of the APIs only by you (“Test Use”), and (b) production use of the APIs by you (“Production Use”). Test Use permits you to use the APIs (including the applicable API Data provided) only by you (and your End Users (defined below)) solely for the purposes of your development, testing and demonstrating to Anywhere your API Client. For the avoidance of doubt, developer credentials for Test Use may only be used for testing and any contrary use is considered a material breach of the Terms.
Anywhere may set and enforce limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations which may be documented with each API. If you would like to use any API beyond these limits, you must obtain Anywhere's express consent (and Anywhere may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the relevant Anywhere API team for information (e.g., by using the API Portal).
Open Source Software
Some of the software included in our APIs may be offered under an open source software license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. Your use of any open source software included in our APIs must comply with the applicable open source software license.
Communication with Anywhere
We may send you certain communications in connection with your use of the APIs. Please review the such communications for information about opting out of certain types of communication. Opting out of certain communications may require you to cancel your registration and terminate your use of the APIs.
If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.
The Terms are non-exclusive. You acknowledge that Anywhere may develop products or services that may compete with the API Clients or any other products or services.
You shall pay us the fees associated with each API (“API Fees”) set forth in Access Agreement or Additional API Terms. You shall pay API Fees within thirty (30) days the date of the applicable invoice. API fees are exclusive of, and you will be responsible for, any sales, excise, use, transfer, value added, goods or services tax or similar based taxes. Each invoice shall be paid without withholding, deduction or set off of any amounts for any purpose. We may change API Fees upon thirty (30) days’ notice to you. In the event you fail to pay any API Fees when due, Anywhere has the right to immediately suspend or terminate your access to the API, or any other API, with or without notice to you.
Section 3: Your API Clients
API Clients and Monitoring
The APIs are designed to help you enhance your websites, products, services, applications or other assets ("API Client(s)") as approved by Anywhere, in compliance with the Terms. Anywhere will determine, in its sole discretion, which API Clients can be used in connection with specific APIs, and such approval will be provided to you in writing. You shall not use any unapproved APIs or unapproved API Clients. In addition, Anywhere can modify approved APIs and approved API Clients from time to time upon notice to you. YOU AGREE THAT ANYWHERE MAY MONITOR USE OF THE APIs TO ENSURE QUALITY, IMPROVE ANYWHERE APIs, PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Anywhere accessing and using your API Client, for example to identify security issues that could affect Anywhere or its users. You will not interfere with this monitoring. Anywhere may use any technical means to overcome such interference. Anywhere may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.
Anywhere does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or API Data. All right, title and interest in any modification, enhancement or derivative work of any APIs created during your use shall automatically vest in Anywhere and you shall execute any documents requested by Anywhere related thereto.
Promotional and Marketing Use
In the course of promoting, marketing, or demonstrating the APIs you are using and the associated Anywhere products, Anywhere may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client. You grant us all necessary rights for the above purposes.
Section 4: Prohibitions
When using our APIs, you may not (or allow those acting on your behalf to):
1. Sublicense our APIs for use by a third party. Consequently, you will not create an API Client that functions substantially the same as any of our APIs and offer it for use by third parties without Anywhere's express prior written consent.
2. Perform an action with the intent of introducing to Anywhere products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
3. Defame, abuse, harass, stalk, or threaten others.
4. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
5. Promote or facilitate any unlawful act, including unlawful online gambling or disruptive commercial messages or advertisements.
6. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent such use is expressly allowed by applicable law.
7. Use the APIs to violate any applicable laws, regulations, or court order, including Applicable Privacy Laws.
8. Use the APIs in a manner not expressly permitted by the Terms, or otherwise breach the Terms.
9. Use the APIs to harm Anywhere or its affiliates, any Customers, or any other person.
10. Copy, republish, reproduce, distribute, rent, lease, sell, sublicense, display, post or transmit any part of the APIs to any third party.
11. Modify, translate or adapt the APIs or merge the APIs into another program or create derivative works based upon the API.
12. Circumvent or attempt to tamper with the security settings of the APIs.
13. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
14. Use the APIs to submit to Anywhere, or process or store, any data that (a) any information relating, directly or indirectly, to an identified or identifiable natural person located in the European Economic Area (“EEA”), Switzerland and/or the United Kingdom, and/or (b) is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State. (Anywhere expressly notifies you that the Anywhere environment for test use of the APIs is not GDPR- compliant)
15. Remove, obscure, or alter the Terms, any Anywhere terms of service, or any links to or notices of those terms.
1. Unless otherwise specified in writing by Anywhere, Anywhere does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to Anywhere unless you have received prior written consent to such use from Anywhere.
1. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you (and your permitted End Users) and identify your API Client. Developer credentials are considered Confidential Information. You are responsible for all activities that occur using your developer credentials, regardless of whether those activities are undertaken by you, an End User, or any other person or entity. You will keep developer credentials confidential and prevent any unauthorized use of developer credentials. You may not share, distribute, or disclose developer credentials to anyone other than permitted End Users. Developer credentials may not be embedded in open source projects.
Section 5: API Data
API Data Accessible Through our APIs
API Data accessible through our APIs may include text, images, videos, audio, or software. All API Data is the property of Anywhere and may only be used by you for the purposes as described herein.
Submission of Content
Some of our APIs allow you to submit content to our APIs, even in test circumstances. Anywhere does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms, or as expressly provided in the applicable Additional API Terms and/or Access Agreement. You grant to Anywhere a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use any and all content submitted, posted, displayed or otherwise provided to or from the APIs through your API Client. "Use" means process, use, host, store, modify, communicate, publish, or any other type of use that is lawful, in any media and for any purpose. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your customers (“Customers”), if you are using the APIs and furnishing such content for your Customers) to grant us the afore-mentioned license. You are responsible for complying with all laws and regulations related to the use, confidentiality, integrity and availability of your submitted content.
Retrieval of content
When non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from the holder of rights to such non-public content.
Prohibitions on API Data
Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your End Users or others acting on your behalf to, do any of the following with API Data:
1. Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
2. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
3. Misrepresent the source or ownership;
4. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material;
5. Use API Data for A.I., machine learning, or other similar activities or solutions, including use to create AI- based models or algorithms, without Anywhere’s express written consent;
6. Use API Data outside the scope of permitted uses granted in the Terms;
7. Use API Data in a manner that violates any applicable laws, regulations, or court order, including Applicable Privacy Laws; or
8. Use API Data to harm Anywhere or its affiliates, any Customers, or any other person.
Additional restrictions and conditions for specific API Data may be included within Additional API Terms. You agree to comply with any such restrictions and conditions listed in the applicable Additional API Terms.
Section 6: Privacy, Security, and Confidentiality
For the purposes of the Terms:
1. “Personal Information” means information that identifies or could identify, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person (including a consumer) or household, or any other information that is regulated as “personal data,” “personally identifiable information,” or “personal information,” or a similar term as otherwise defined under Applicable Privacy Laws.
2. “Confidential Information” means any information of Anywhere conveyed to or obtained by you regarding Anywhere or Anywhere’s business plans and operations, or any information marked confidential, restricted or proprietary by Anywhere, or any other person on Anywhere’s behalf. Confidential information includes the APIs, API Data, and any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances.
3. “Customer” shall mean a customer or prospective customer or user of any of your goods or services. Customer may include an individual consumer (referred to as a “Consumer Customer”) and non-consumer entities, which may include franchisees of Anywhere’s franchisor affiliates or sales associates of such franchisee (referred to as a “Non-Consumer Customer”).
4. “Customer Personal Information” means Personal Information made available or provided by us to you in connection with the Terms (including API Data) or by a Customer directly to you or through your API Client, including but not limited to names, phone numbers, mailing addresses, email addresses, property information, and information related to real estate transactions.
5. “Applicable Privacy Laws” means all applicable laws, rules, regulations, ordinances, regulatory guidance and interpretations, and industry guidelines, relating to privacy, security and data protection, including without limitation the California Consumer Privacy Act, Colorado Privacy Act (as amended by the California Privacy Rights Act), Connecticut Data Privacy Act, Utah Consumer Privacy Act, Virginia Consumer Data Protection Act, MA 201 C.M.R. §§ 17.00 et seq., the New York SHIELD Act, and all other applicable laws and regulations and all related amendments and implementing regulations, all as may be amended, restated or replaced from time to time.
You agree that Customer Personal Information made available or provided by us to you in connection with the Terms (including API Data) is Confidential Information and agree to hold such information in the strictest of confidence, and agree to comply at all times with any and all Applicable Privacy Laws. Anywhere shall have the right to take reasonable and appropriate steps to ensure that your use of such Customer Personal Information in a manner consistent with Anywhere’s obligations under Applicable Privacy Laws, including without limitation reasonable requests for attestations of compliance. You shall, upon Anywhere’s request, cooperate in good faith with Anywhere to enter into additional or modified contract terms to address any modifications, amendments, or updates to your API Clients and/or Applicable Privacy Laws. The restrictions set forth in this Section shall not apply to information which (i) is currently in the public domain, (ii) is previously known to the receiving party free of any restriction at the time it is obtained from the disclosing party or in connection with the Terms, (iii) is independently developed by the receiving party without use of Confidential Information, or (iv) is rightfully obtained by the receiving party from a third party lawfully in possession of the Confidential Information who is not bound by confidentiality obligations with respect to such information, provided however, that the exceptions to Confidential Information set forth in the Terms shall not apply to Customer Personal Information accessed and/or held by you, unless you can establish, by documentary evidence, that it lawfully received the same Customer Personal Information independently from (a) the owner of such Customer Personal Information, or (b) the person to whom such Customer Personal Information relates. As between Anywhere and you, you shall bear all responsibility and liability for the disclosure and all other uses of the Customer Personal Information which you receive. With respect to disclosures of the Confidential Information as may be required by law or court order, such disclosures shall be permitted without the consent of the disclosing party provided that the receiving party furnishes the disclosing party prior written notification (as soon as practicably possible after the request for disclosure is made).
Notification and Other Obligations
You acknowledge that Confidential Information is a valuable asset of Anywhere and that the breach of this Section would cause Anywhere irreparable harm for which there is no adequate remedy at law. You will notify Anywhere and, if applicable, Customers, within 24 hours of a known or suspected breach of Customer Personal Information. In the event of a known or suspected breach of this Section by you, Anywhere shall be allowed to conduct an audit of the events and, if requested by Anywhere, you will assist in conducting a root cause analysis, and Anywhere may seek injunctive relief and any other equitable remedies in addition to remedies afforded by law. The obligations of the parties pursuant to this Section shall survive the termination of the Terms.
In addition to your other obligations set forth in the Terms, you shall not directly or indirectly (i) sell or disclose to any third party any Customer Personal Information or Confidential Information received in connection with the Terms (including without limitation such data or information obtained by you via an API), or (ii) use any such data or information for any purpose other than the Purpose. Without limiting the generality of the foregoing, you shall not use any data or information received in connection with the Terms (including without limitation API Data) to market, promote, advertise, sell, or offer to sell to any Customer any products or services other than those approved by Anywhere during the Term.
Data and System Security
You shall at all times comply with all Applicable Privacy Laws. You shall implement security procedures and practices appropriate to the nature of the Customer Personal Information (including without limitation the applicable ISO and NIST standards) to protect the security and confidentiality of Confidential Information and Customer Personal Information and to protect such information against risk of loss, misuse, and unauthorized or illegal access, destruction, use, modification, or disclosure. Without limiting the foregoing, you shall employ industry standard firewalls and access detection, and user based access to systems storing Customer Personal Information and shall promptly apply all software updates. For the avoidance of doubt, your obligation to hold Customer Personal Information in the strictest of confidence includes without limitation the following measures: (i) encrypting and protecting Customer Personal Information in accordance with the last sentence of this Section; (ii) providing Anywhere with attestations of compliance; and (iii) certifying in writing to Anywhere that Personal Information has been securely returned to Anywhere, or destroyed (if requested by Anywhere), after its use. You shall employ industry-standard encryption mechanisms to protect Confidential Information (and/or other information which is classified as confidential by applicable statutes or regulations) which is transmitted over any wireless connection or across any untrusted connection (including, but not limited to, the public internet). You shall protect all Customer Personal Information by (a) industry-standard encryption mechanisms at all times during transmission, and (b) industry-standard encryption mechanisms and/or other industry-standard password protection at all times during storage.
You shall not tamper with, compromise, or attempt to circumvent any physical or electronic security or audit measures employed by Anywhere or its affiliates in the course of Anywhere’s or its affiliates’ business operations, and/or compromise the security of Anywhere’s or its affiliates’ computer systems and/or networks. You shall not introduce into Anywhere’s or its affiliates’ computer systems, databases, or software, any virus, malware or any other containments (including, but not limited to, codes, commands, instructions, devices, techniques, bugs, or design flaws) that may be used to access, alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down Anywhere or its affiliates’ computer systems, databases, or software, or other information, software or property of Anywhere or its affiliates.
You and your End Users shall monitor, on an ongoing basis, all service, equipment, test environment, and communication links for security breaches, violations and suspicious activity, and shall notify Anywhere of such known or suspected breaches, violations, and activity in writing in accordance with this Section of the Terms within twenty-four (24) hours of each occurrence. Logs, system records, and test plans and results will be maintained by you for an agreed-upon time (but not less than twenty-four months) for review by Anywhere. Anywhere reserves the right to monitor the systems and equipment used (and communications made) by you (and your subcontractors) to provide your API Clients or your products or services in connection with the Terms. You and your End Users agree to monitor, on an ongoing basis, industry-standard information channels for newly identified vulnerabilities and for required legal compliance concerning the confidentiality and privacy of information of the Customers and Anywhere.
Section 7: Non-Use of Anywhere Name
You shall not use the name, logos or trademarks of Anywhere, any Anywhere-affiliated brand or any Anywhere affiliate or refer to or identify Anywhere, any Anywhere-affiliated brand or any Anywhere affiliate in any application, website or related to any use of the APIs without the prior written consent of Anywhere. You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by Anywhere without Anywhere's prior written approval. You shall not during your use of the APIs, or thereafter, use or refer to in any press release, public disclosure (including but not limited to any SEC and/or similar filing), advertising, publicity, promotional, marketing, or other materials, media, or activities, any name, trade name, trademark, service mark, logo, or any other designation of Anywhere or any of its affiliates without the prior written consent of Anywhere.
Section 8: Termination
You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide Anywhere with prior written notice and upon termination, cease your use of the applicable APIs. Anywhere reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
Your Obligations Post-Termination
Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API and any API Data you received, cease all use of the Anywhere names, trademarks, and logos, and permanently delete all API Data, including any cached or stored API Data that was permitted by the cache header under Section 5. Anywhere may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.
- Surviving Provisions
When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4b, 5, 8, 9, and 10.
Section 9: Liability for our APIs
1. Warranties. Each party represents that it has the necessary authority to enter into and perform its rights and obligations under the Terms, and that such performance does not violate or breach any other agreement to which it is a party. Additionally, you represent and warrant that you will fully comply with the Terms, and that your content that you provide to us will be accurate and your use of the APIs do not and will not cause any breach of the Terms.
2. DISCLAIMER. WE PROVIDE THE APIs AND API DATA ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE APIs AND, AND WE DO NOT WARRANT THAT THE APIs WILL BE SECURE, UNINTERRUPTED, TIMELY, OR ERROR FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM AND THE AGREEMENT EXCLUDES ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN NETWORK CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, DATA, CONFIDENTIAL INFORMATION AND PROPERTY. YOU FURTHER ACKNOWLEDGE THAT ANYWHERE DOES NOT CONTROL NETWORKS OR THIRD PARTIES AND ANYWHERE IS NOT RESPONSIBLE FOR THE IMPACT ON THE APIs BY THE ACTION OR INACTION OF SUCH THIRD PARTIES.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER ANYWHERE, ITS SUPPLIERS AND/OR ITS DISTRIBUTORS WILL BE LIABLE IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, FOR ANY DIRECT, INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, OR ANY SPECIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT ANYWHERE HAS NO LIABILITY TO YOU OR ANY OTHER PARTY FOR ACTIONS AND OMISSIONS BY USERS OF YOUR API CLIENTS AND/OR THE USE OF THE APIS AND API DATA THAT ARE MADE AVAILABLE TO YOU, AND YOU ARE SOLELY RESPONSIBLE FOR SUCH ACTIONS AND OMISSIONS.
Unless prohibited by applicable law, if you are a business, you will defend and indemnify Anywhere, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
1. your misuse of the APIs or API Data;
2. your violation or your End User's violation of the Terms; or
3. any content or data routed into or used with the APIs or API Data by you, those acting on your behalf, or your End Users of your API Client.
Section 10: General Provisions
We may modify or replace the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We'll post notice of modifications to the Terms within the applicable API documentation and/or in the API Portal. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for an API, or changes made to comply with law or security reasons will be effective immediately. If you do not agree to the modified Terms for an API, your use is not permitted under the Terms and you must immediately discontinue your use of the API.
U.S. Federal Agency Entities
The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
General Legal Terms
We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Anywhere does not take action right away, this does not mean that Anywhere is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms (and Access Agreement relating to APIs or API Data, if applicable) are the entire agreement between you and Anywhere relating to APIs and supersede any prior or contemporaneous agreements on that subject. For information about how to contact Anywhere, please visit our Contact Us.
The parties are independent contractors, and there is no partnership, joint venture, employment, franchise or agency relationship created by the Agreement. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. You may not assign any of your rights in the Agreement, and any such attempt is void, but we may assign our rights to any of our affiliates, or to any successor in interest of any business associated with the APIs. A waiver of any provision of the Agreement must be made in writing to be effective, and our waiver of a breach of any provision or right contained in the Agreement will not constitute a continuing waiver or waive any subsequent breach or right. You agree to comply with all U.S. export control regulations, anti-corruption laws and embargoes (including without limitation the U.S. Export Administration Regulations (15 CFR, Chapter VII)) with respect to the Services. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention, and the remaining provisions will not be affected.
Except as set forth below: (i) the laws of New Jersey, U.S.A., excluding New Jersey's conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIs WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATED IN NEWARK, NEW JERSEY, USA, AND YOU AND ANYWHERE CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
If you are accepting the Terms on behalf of a United States federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs. Solely to the extent permitted by United States Federal law: (i) the laws of the State of New Jersey (excluding New Jersey's conflict of laws rules) will apply in the absence of applicable federal law; and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS, THE APIs, OR API DATA, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS LOCATED IN NEWARK, NEW JERSEY.
If you are accepting the Terms on behalf of a United States city, county, or state government entity, then the following applies instead of the paragraph above: the parties agree to remain silent regarding governing law and venue.