APIs Terms of Service for ABC Supply Co., Inc.

Last date modified: March 21, 2024

TABLE OF CONTENTS

Section 1: Definitions
Section 2: General Provisions
Section 3: Account and Registration
Section 4: Using our APIs
Section 5: Your API Clients
Section 6: Prohibitions and Confidentiality
Section 7: Content
Section 8: Intellectual Property; Attribution
Section 9: Privacy
Section 10: Termination
Section 11: Liability for our APIs

Section 1: Definitions.  The following definitions are to be used or referred to in connection with this document:

The words “ABC Supply” shall mean American Builders & Contractors Supply Co., Inc., including its wholly owned subsidiaries and divisions, known as L&W Supply Corporation, Mule-Hide Products Co., Inc., Canadian Builders & Contractors Supply ULC, Town & Country Industries, Norandex and American Construction Metals (each a “Party” collectively the “Affiliates”).

The words “we”, “our”, or “us” refers to ABC Supply, including the subsidiaries and divisions.

The word “you” refers to yourself and your end users.

The words “API Client(s)” shall mean your end users.

The word “API” shall mean application programming interface.

The word “terms” shall mean any word or expression or provision that has a precise meaning, in this document giving Parties rights and responsibilities of API.

The word “documentation” shall mean a binding agreement between the Parties, outlining the terms, conditions, rights and obligations of each Party.

The words “third party” or “third parties” shall mean a third person or organization that is less directly involved in the API activity.

The words “confidential information” shall mean any non-public, proprietary, trade secret information, of a Discloser, in any form or medium, disclosed by or otherwise made available by the Discloser to a Recipient in connection with APIs.

The words “intellectual property” shall mean trademarks, service marks, trade names, copyrights, and other forms of intellectual property such as designs, inventions, patents, patent rights, including trade secrets, know how, and all proprietary information of a Parties intellectual property.

Section 2: General Provisions.

a. Modification.  You agree to comply with the Terms and that the Terms control your relationship with us.  We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. We’ll post notice of modifications to the Terms within the documentation of each applicable API, to this website, and/or in the ABC Supply developers’ console. Changes will not apply retroactively and will become effective no sooner than thirty (30) days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.

b. 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.

c. 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 ABC Supply does not take action right away, this does not mean that ABC Supply 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 are the entire agreement between you and ABC Supply relating to its subject and supersede any prior or contemporaneous agreements on that subject.  If there is a conflict between the Terms stated herein, and additional terms applicable to a given API, the additional terms will control, however, only for the imminent conflict. For information about how to contact ABC Supply, please visit this link: https://www.abcsupply.com/contact-us/ or email us at [email protected].

Except as set forth below: (i) the laws of Wisconsin, U.S.A., excluding Wisconsin’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 OF ROCK COUNTY, WISCONSIN, USA, AND YOU AND ABC SUPPLY 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 Wisconsin (excluding Wisconsin’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 OR THE APIS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN ROCK COUNTY, WISCONSIN.

Section 3: Account and Registration.

a. Accepting the Terms. You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with ABC Supply, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.

b. Entity Level Acceptance. If you are using the APIs 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).

c. Registration. In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to ABC Supply will always be accurate and up to date and you’ll inform us promptly of any updates.

Section 4: Using Our APIs.

a. Your End Users. You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

b. Compliance with Law, Third Party Rights, and Other 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 to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with ABC Supply or its affiliates.

c. Permitted Access. You will only access (or attempt to access) an API by the means described in the documentation of that API. If ABC Supply assigns you developer credentials (e.g. client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.

d. API Limitations. At ABC Supply’s sole discretion,  we may  limit and enforce 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). You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain ABC Supply’s written consent (and ABC Supply may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact ABC Supply for information (e.g. by using the ABC Supply developers console or emailing us here: [email protected]).

e. Open Source Software. Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with ABC Supply for the applicable open source software.

f. Communication with ABC Supply. We may send you certain communications in connection with your use of the APIs.

g. Feedback. If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.

 h. Non-Exclusivity. The Terms are non-exclusive. You acknowledge that ABC Supply may develop products or services that may compete with the API Clients or any other products or services.

 i. ABC Supply Controller-Controller Data Protection Terms. To the extent required by data protection laws applicable to the parties’ processing of personal data under these Terms, you agree to abide by all relevant laws in the processing of personal data and further agree that you will not disseminate any personal data to any third parties or move or store personal data outside North America.

Section 5: Your API Clients.

a. API Clients and Monitoring. The APIs are designed to help you enhance your websites and applications (“API Client(s)”). YOU AGREE THAT ABC SUPPLY MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE ABC SUPPLY PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include ABC Supply accessing and using your API Client, for example to identify security issues that could affect ABC Supply or its users. You will not interfere with this monitoring. ABC Supply may use any technical means to overcome such interference. ABC Supply 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.

b. Security. You will use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

c. Ownership. ABC Supply 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 the content that is accessed through our APIs.

d. User Privacy and API Clients. You will comply with: (1) all applicable privacy laws and regulations including those applying to personal data, and (2) any reasonable standards ABC Supply has in place from time to time which governs your use of the APIs when you request access to ABC Supply user information. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information (including for advertising) with ABC Supply and third parties.

Section 6: Prohibitions and Confidentiality.

a. API Prohibitions. When using the APIs, you may not or allow those acting on your behalf to:

  1. Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
  2. Perform an action with the intent of introducing into the ABC Supply environment or into any products and services provided by ABC Supply 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 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 that this restriction is expressly prohibited by applicable law.
  7. 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).
  8. Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
  9. Remove, obscure, or alter any ABC Supply terms of service or any links to or notices of those terms.

ABC Supply 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 ABC Supply unless you have received prior written consent to such use from ABC Supply.

b. Confidential Matters.

  1. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.
  2. Our communications to you and our APIs may contain ABC Supply confidential information. ABC Supply confidential information includes any non-public, proprietary, trade secret information, materials, communications, and information that is marked as being “confidential information” or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without ABC Supply’s prior written consent. ABC Supply confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose ABC Supply confidential information when compelled to do so by applicable law, including an order of a court or governmental entity.  However, you will immediately notify ABC Supply, in writing, and allow ABC Supply a reasonable opportunity to intercede to either contest or to otherwise limit such disclosure.

Section 7: Content of APIs.

a. Content Accessible Through our APIs. Our APIs contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

b. Submission of Content. Some of our APIs allow the submission of content. ABC Supply 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. For the sole purpose of enabling ABC Supply to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable ABC Supply privacy policies, you give ABC Supply a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. “Use” means use, host, store, modify, communicate, and publish. 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 end users) to grant us the license.

c. Retrieval of content. When a user’s 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 that user.

d. Data Portability. ABC Supply supports data portability. For as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that’s substantially as fast and easy as exporting such data from ABC Supply products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.

e. Prohibitions on Content. 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 the following with content returned from the APIs:

  1. Scrape, build databases (to include be not be limited to pricing comparisons), 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; or
  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.

Section 8: Intellectual Property; Attribution.

a. Intellectual Property. “Intellectual Property” is defined as the trade names, trademarks, trade secrets, service marks, logos, copyrights, domain names, patents, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest, or ownership in or to the other party’s Intellectual Property. All use by you of ABC Supply’s Intellectual Property (including any goodwill associated therewith) will inure to the benefit of ABC Supply.

b. Attribution. You agree to display any attribution(s) required by ABC Supply as described in the documentation for the API. ABC Supply hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display ABC Supply’s Intellectual Property for the purpose of promoting or advertising that you use the APIs. You must only use the ABC Supply Intellectual Property in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using ABC Supply’s Intellectual Property, you are strictly prohibited to:

  1. Imply endorsement by ABC Supply.
  2. Use our name or the names of our Affiliates in your name.
  3. Copy or imitate our trade names, service marks or logos.
  4. Use our names or our Affiliates on any merchandise or in any contests.

You understand and agree that ABC Supply has the sole discretion to determine whether your attribution(s) and use of ABC Supply’s Brand Features are in accordance with the above requirements and guidelines.

c. Publicity. You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by ABC Supply without ABC Supply’s prior written approval.

d. Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the APIs you are using and the associated ABC Supply products, ABC Supply may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes.

Section 9: Privacy.

By using our APIs, ABC Supply may use submitted information in accordance with our privacy policies, found here: https://www.abcsupply.com/privacy-policy/ and https://www.abcsupply.com/privacy-notice-for-california-residents/.

Section 10: Termination.

a. Termination.  You may stop using our APIs at any time, with or without notice. Further, if you choose to no longer abide by these terms, you agree to immediately cease your use of the applicable APIs. ABC Supply reserves the right to terminate these Terms 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.

b. 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, cease all use of the ABC Supply Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 7. ABC Supply 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.

c. 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 2, 6b, 7, 10, and 11.

Section 11: Liability for our APIs.

a. WARRANTIES. EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER ABC SUPPLY NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS “AS IS”.  SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

b. LIMITATION OF LIABILITY. WHEN PERMITTED BY LAW, ABC SUPPLY, AND ITS AFFILIATES, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.  TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ABC SUPPLY, AND ITS AFFILIATES, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.  IN ALL CASES, ABC SUPPLY, AND ITS AFFILIATES, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

c. Indemnification. Unless prohibited by applicable law, you will defend and indemnify, and hold harmless ABC Supply, and its affiliates, directors, officers, employees, and users, against all negligent, misconduct, liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation(s) or legal proceedings of any third-party claims, to the extent arising from:

  1. your misuse or your end user’s misuse of the APIs;
  2. your violation or your end user’s violation of the Terms;
  3. any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users; or
  4. any infringement or misuse of intellectual property of ABC Supply or its Affiliates.