Terms of Use – Glass Lewis API

Terms of Use – Glass Lewis API

This Glass Lewis Application Programming Interface (“API”) is owned and operated by Glass, Lewis & Co., LLC on behalf of itself and its subsidiaries (collectively, “Glass Lewis”) and is governed by these "Terms of Use" which contain the terms, covenants, conditions, and provisions upon which you (even if you are using the API on behalf of a company or other legal entity) may access and use the API, including, without limitation, the services provided by the API, and the content displayed on, or provided through, the API (“Content”). If you are accessing and/or using the API and/or the Content, and agreeing to these Terms of Use, on behalf of a company or other legal entity, you hereby represent that you are an authorized representative of such company or legal entity and your acceptance of these Terms of Use indicates such company or legal entity’s consent to be bound to these Terms of Use.

THESE TERMS OF USE ARE IMPORTANT AND CONTAIN MANY LEGAL DISCLOSURES THAT YOU SHOULD READ CAREFULLY. BY ACCESSING AND USING THE API AND/OR THE CONTENT, YOU: (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE; (II) ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE; AND (III) UNDERSTAND AND INTEND THESE TERMS OF USE TO BE A SIGNED, WRITTEN CONTRACT, BINDING UPON YOU AND/OR THE COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF YOU HAVE AGREED TO THESE TERMS OF USE. THESE TERMS OF USE ARE IN ADDITION TO ANY OTHER AGREEMENT(S) BETWEEN YOU AND/OR SUCH COMPANY OR OTHER LEGAL ENTITY AND GLASS LEWIS. IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS OF USE AND SUCH AGREEMENT(S), THE OTHER AGREEMENT(S) WILL CONTROL AND GOVERN.

Glass Lewis, subject to the provisions of this paragraph, reserves the right to change these Terms of Use in its sole discretion at any time. The most recent version of these Terms of Use (as may be amended by Glass Lewis from time to time) will be available at [UPDATE TO INCLUDE THE PRODUCTION URL FOR T&Cs] and/or otherwise presented or made available to you in connection with the API. You acknowledge and agree that either or both of these notification methods constitute adequate notice to inform you of any changes to these Terms of Use and you further agree to be bound by any such amendments to these Terms of Use upon such notification. YOUR CONTINUED USE OF THE API AND/OR THE CONTENT FOLLOWING SUCH NOTICE SHALL BE CONCLUSIVELY DEEMED YOUR ACCEPTANCE OF ANY CHANGES TO THESE TERMS OF USE. It is your responsibility to regularly check these Terms of Use and/or the API documentation to determine if there have been changes to these Terms of Use and to review such changes.

Access and Login Credentials 

You acknowledge and agree that you are the sole person authorized by Glass Lewis to access and use the API and the Content via your username and password, API token, and/or any similar mechanism (collectively, “Access Credentials”). As a result, you are solely responsible for maintaining the confidentiality of your Access Credentials. Sharing your Access Credentials with any party is strictly prohibited. You agree to notify Glass Lewis immediately if you become aware of any loss or theft or unauthorized use of your Access Credentials, or any unauthorized use of your account or the API using your Access Credentials. You further acknowledge and agree that you will be responsible for all activities that occur under your Access Credentials. Glass Lewis reserves the right to view, monitor, and record your activity and use of the API and the Content without notice to, or permission from, you, to the fullest extent permitted by applicable law.

You acknowledge that there may be interruptions in service or events that are beyond Glass Lewis’ control and, while Glass Lewis endeavors to use commercially reasonable efforts to keep the API and the Content accessible and available, the API and/or the Content, or any part thereof, may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of Glass Lewis’ control, your access to and use of the API and/or the Content may be interrupted, suspended, or terminated.

Additionally, you acknowledge and agree that Glass Lewis does not, and cannot, control the security of the Internet or other networks you may use to access or use the API and/or the Content; and that Glass Lewis is not, and cannot be, responsible for: (a) the security of information you choose to communicate with Glass Lewis, and/or Content you access from the API, while such information or Content is being transmitted; or (b) any data lost during transmission.  

Grant of License  

Glass Lewis grants you a non-exclusive, non-sublicensable, revocable, non-transferable limited license to access and use the API and the Content, conditioned on your continued compliance with these Terms of Use. You agree that you may access and use the API and the Content solely for the purposes expressly agreed to in writing by you and Glass Lewis. You further acknowledge and agree that, unless expressly authorized by Glass Lewis in writing, you are strictly prohibited from allowing any other person or entity to access or use the API and the Content. You agree that you will not use the API or the Content for any illegal or unlawful purposes or in any way that contravenes the rights of Glass Lewis or any third parties. 

Proprietary Rights 

You acknowledge and agree that (a) Glass Lewis owns and retains all proprietary rights in the API and the Content; (b) the API and the Content contain copyrighted material, trademarks, and other proprietary information of Glass Lewis, its affiliates and its licensors; (c) except as otherwise expressly agreed to in writing by you and Glass Lewis, nothing in these Terms of Use shall be construed as transferring or assigning any such ownership rights to you or any other person or entity; and (d) you may not remove, alter, or obscure any copyright, legal, or proprietary notices in or on any portions of the API or the Content.

Conditions and Restrictions on Use of the API

You will not attempt to exceed or circumvent limitations on access, calls and use of the API, or otherwise use the API in a manner that exceeds reasonable request volumes, constitutes excessive or abusive usage, or fails to comply, or is inconsistent with, any part of these Terms of Use or the License Agreement (as defined below).

Additionally, you will not, and will not allow others acting on your behalf, to:

·         share the API with any third party or create an API client that functions essentially the same as the API and offer it for third-party use;

·         engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Glass Lewis or any third party, including using the API to introduce any virus, worm, defect, trojan horse, malware, or any items of a destructive or harmful nature;

·         use or access the API in order to monitor the availability, performance, or functionality of the API, the Content, or any portion thereof or for any similar benchmarking purposes;

·         modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the API, the Content, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by the applicable law;

·         bypass any API restrictions for any reason;

·         access or use the API to develop or distribute the Content in any way in furtherance of criminal, fraudulent, or other unlawful activity (including defrauding, defaming, abusing, harassing, stalking, or threatening others);

·         request more than the reasonably necessary amount of data from the API needed by you;

·         use the API to obtain, distribute, or transmit any third party’s personal data or expose such personal data to any third party; or

·         ix. develop an application, service, or similar application programming interface with the purpose to migrate any third party off of the Glass Lewis platform(s) or service(s), whether intentionally or not.

Your networks, operating system, and the software of your web servers, routers, databases, and computer systems (“Your System”) must be properly configured to reasonable industry standards so as to securely operate Your System and protect against unauthorized access to, disclosure, or use of the API, the Content, and any applicable Glass Lewis systems or services. If you do not completely control some aspect of Your System, you will use all commercially reasonable efforts to do so. Furthermore, you must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruders.

You must notify Glass Lewis of any actual or suspected breach or compromise of the API, your Access Credentials, or any other applicable Glass Lewis systems or services (a “Data Breach”) promptly after becoming aware of such occurrence. Upon learning of the Data Breach, you will at your own cost: (i) promptly remedy the Data Breach to prevent any further unauthorized access or use; (ii) investigate the Data Breach; (iii) take all commercially reasonable actions to mitigate any future anticipated harm to Glass Lewis, the API, and/or any other applicable Glass Lewis systems or services; and (iv) promptly answer questions from Glass Lewis relating to the Data Breach, regularly communicate the progress of your investigation to Glass Lewis, and cooperate to provide Glass Lewis with any additional requested information in a timely manner.

Changes to the API

The API is subject to version control. Glass Lewis reserves the right to amend, change, or discontinue the API, or any aspect or feature thereof,  from time to time for any reason with or without notice. Such changes may include removal of features or imposing fees on features previously accessible for free. Glass Lewis may also impose limits on certain features and services or restrict your access to some or all of the API. Your continued use of the API following a subsequent release will be deemed as your acceptance of all modifications.

Following any change(s) to the API, Glass Lewis shall be entitled to cease support to all older versions of the API; provided, however, that Glass Lewis will use commercially reasonable efforts to ensure that older versions of the API will remain functional, but does not warrant or guarantee that this will be possible.

Disclaimer of Warranties 

YOU EXPRESSLY AGREE THAT YOUR ACCESS TO OR USE OF THE API AND/OR THE CONTENT IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE API AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GLASS LEWIS, ITS AFFILIATES, AND ALL THIRD-PARTY LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN AND TO THE API AND THE CONTENT. NEITHER GLASS LEWIS, ITS AFFILIATES, NOR ANY THIRD-PARTY LICENSORS AND SUPPLIERS WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTIBILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF API AND/OR THE CONTENT, NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR ACCESS TO OR USE OF THE API AND/OR THE CONTENT.

Limitations on Liability 

IN NO EVENT WILL GLASS LEWIS, ITS THIRD-PARTY LICENSORS AND SUPPLIERS, AND ITS AND THEIR RESPECTIVE AFFILIATED AND RELATED ENTITIES, AGENTS, CONTRACTORS, DIRECTORS, EMPLOYEES, MANAGERS, OFFICERS, REPRESENATIVES, SHAREHOLDERS, AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “COVERED PARTIES”) BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF THE ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE API OR THE CONTENT.

Indemnification and Release 

You agree to defend, indemnify, and hold harmless the Covered Parties from and against all claims, investigations, damages, liabilities, costs and expenses (including reasonable attorneys' fees and defense costs) arising out of any third-party claims based on or related to your access to or use of the API or the Content, or any breach by you of these Terms of Use. To the extent permitted under applicable law, you hereby release and discharge the Covered Parties from any and all claims or liability related to any act or omission by you, or on your behalf, in connection with or otherwise related to these Terms of Use or your access to or use of the API and/or the Content, including, without limitation, your failure to comply with applicable law and/or these Terms of Use.

Termination of Access 

In addition to all other rights and remedies available to Glass Lewis under applicable law and/or these Terms of Use, Glass Lewis reserves the right, in its sole discretion, to suspend, disable, or terminate your use of the API and the Content, or any part thereof, at any time if Glass Lewis believes that you have violated, or are likely to violate, these Terms of Use. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitation of liability, and dispute resolution.  

Dispute Resolution 

You agree to resolve any claim, cause of action, or dispute you may have with Glass Lewis arising out of or relating to these Terms of Use, the API, or the Content exclusively in the U.S. District Court for the Northern District of California or a state court located in San Francisco County, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims, causes of action, or dispute. The laws of the State of California will govern these Terms of Use, as well as any claim that might arise between you and Glass Lewis, without regard to conflict of law provisions.

Miscellaneous 

In the event of a conflict between these Terms of Use and any written agreement entered into between you and Glass Lewis which governs your access to API, including any amendments or addendums thereto (“License Agreement”), the terms of the License Agreement shall govern and control. Any rights not expressly granted herein are reserved. The failure of Glass Lewis to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Glass Lewis shall not be liable for any default or delay in the performance of its obligations under these Terms of Use due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond Glass Lewis’ reasonable control.

Effective Date: Dec 06, 2022