The Crunch API Developer Program

We are delighted that you have chosen to develop using the Crunch API. We are providing the Crunch API to allow developers like you to create outstanding applications for our clients and to help enhance their experience of the Crunch platform.

Please read carefully before using the Crunch API

These licence terms (Licence) form a legal agreement between you (Licensee or you) and E-Crunch Limited (Crunch, Licensor, us or we) for: the Crunch API tool, the data supplied with the API (Crunch API); and accompanying electronic documents and resources (Documents).

We licence use of the Crunch API and Documents to you on the basis of this Licence. We do not sell the Crunch API or Documents to you. We remain the owners of the Crunch API and Documents at all times.

Defined Terms

The definitions below apply to this Licence:

The Crunch API

1. Subject to the terms of this Licence, we grant you a limited, non-exclusive, non-assignable, non-transferable licence during the term of this agreement to use the Crunch API to develop, test, and support your Application, and to let your customers use your integration of the Crunch API within your Application.

2. You acknowledge that all intellectual property rights in the Crunch API (including all elements, components, and executables of the Crunch API), the Documents, the content available from the Crunch API, the Website, the Crunch Platform (incorporating the Website) and the Crunch Brand (collectively the ‘Crunch Materials’) here and anywhere in the world belong to Crunch. The Crunch Materials are licensed (not sold) to you on the terms of this Licence, and you confirm that you have no rights in, or to, the Crunch Materials other than the right to use them in accordance with the terms of this Licence. You agree to take such actions as Crunch may reasonably request to effect, perfect, or confirm Crunch’s rights to the Crunch Materials.

3. You acknowledge that you have no right to have access to the Crunch API in source code form.

Restrictions

1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:

   • not to copy the Crunch API or Documents except where such copying is incidental to normal use of the Crunch API, or where it is necessary for the purpose of back-up or operational security;
   • not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Crunch API or Documents;
   • not to make alterations to, or modifications of, the whole or any part of the Crunch API;
   • not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Crunch API nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Crunch API with another software program, and provided that the information obtained by you during such activities:
     • is used only for the purpose of achieving inter-operability of the Crunch API with another software program; and
     • is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
     • is not used to create any software which is substantially similar to the Crunch API;
   • to supervise and control use of the Crunch API and ensure that the Crunch API is used by your employees and representatives in accordance with the terms of this Licence;
   • to include our copyright notice on all entire and partial copies you make of the Crunch API on any medium; and
   • not to provide or otherwise make available the Crunch API in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us.

2. You must never do any of the following:

   • Except as expressly permitted in this Licence, you must not copy or store any Content. This restriction includes any derived, hashed, or transformed data, or any method where you capture information expressed by the Content, even if you don’t store the Content itself.
   • Use Crunch Content in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere.
   • Use the Content for any of the following: generating messages, promotions, offers, or mass messages; or for any other purpose other than, and solely to the extent necessary for, allowing end users to use the Content in your Application.
   • Use the Crunch API in any Application that contains or displays adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 18 years of age, or otherwise violates any law or regulation.
   • Sell, lease, share, transfer, or sublicense any Content or access to any Content, directly or indirectly, to any third party, including any recruiter, data broker, salesperson, or advertising-related entity.
   • Offer API search results as aggregated search.
   • Co-mingle Content from the Crunch API with any Crunch data obtained directly or indirectly from another source, including data scraped from our Website or data provided by a third party.
   • Display Content, including search results, gathered using the Access Credentials of another person. Each person must authenticate individually.
   • Distribute or allow access to the stand-alone Crunch API, or provide an application program interface that provides access to Crunch Content. Anyone who wants access to the Crunch API and our Content must register with Crunch through the Developer Portal.

Security

1. You must delete all data collected with the Crunch client’s consent upon request by the Crunch client, when the Crunch client uninstalls your Application, or when the Crunch client closes his or her account with you. You must immediately delete all data if we terminate your use of the Crunch API for breach of this Licence, except when doing so would cause you to be in breach of any applicable laws or regulations.
2. Your network, operating system and the software of your web servers, databases, and computer systems (collectively, ‘Systems’) must be properly configured to securely operate your Application. You must not architect or select Systems in a manner to avoid the foregoing obligation. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to Crunch in writing via email to api@crunch.co.uk. You will work with Crunch to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, you will make no public statements without prior written and express consent from Crunch in each instance.
3. In order to allow us to verify your compliance with this Licence, you agree to provide information about your Application to us, which may also include access to your Application and other materials related to your use of the Crunch API. If you do not demonstrate full compliance with this Licence, we may restrict or terminate your access to the Crunch API.
4. Each client must grant your Application access to their Crunch Account, and each client may only see data from his or her own Crunch Account. Data from one client’s Crunch Account must not be exposed to another client.

Your Application

1. Your Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where users download or access your Application. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact our clients. Your privacy policy must be at least as stringent and user-friendly as Crunch’s.

2. Before obtaining information from your users of the Application, you must obtain their informed consent by informing them what information you collect and how it will be used and/or shared.

3. Your Application must not:

   • Implement features or business practices that harm the professional reputation, relationships, or professional ecosystem of Crunch or its clients.
   • Impersonate a Crunch client or misrepresent any client or other third party when requesting or publishing information.
   • Obfuscate or hide any Crunch sign-in functionality, consent, or authorisation flows from your users. In order to access client specific Content through the Crunch API, your users must sign-in with their Crunch credentials and grant your Application access to their Content.
   • Proxy, request or collect Crunch user names or passwords. You are never allowed to collect or use a Crunch client’s username or password in any fashion for any reason.

4. The Crunch API has our users as its focus so we require you to write your Application as you would want others to write theirs:

   • Only ask for the minimum data fields your application needs to work properly.
   • Don’t try to exceed or circumvent your limitations on calls and use. If we believe that you have exceeded or circumvented our limitations, or if you have tried to, we may temporarily suspend or permanently block your access to the Crunch API, disable your developer account, or both.
   • Don’t download, scrape, post, or transmit, in any form or by any means, any part of our Content.
   • Don’t copy, reformat, reverse-engineer, or otherwise modify the Crunch API, Access Credentials, our Website or any Content.
   • Don’t interfere with or disrupt the Crunch services or servers or networks connected to Crunch services, or disobey any requirements, procedures, policies or regulations of networks connected to Crunch services.

5. You represent and warrant to Crunch that you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use by Crunch and its users of your Application will not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including the laws of any country in which your Application is made available. Except to the extent your Application contains Crunch Materials, Crunch claims no ownership or control over your Application. During the term of this Licence you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and licence, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to users; (b) link to and direct users to your Application; and (c) sublicense the foregoing rights to our affiliates. Following the termination of this Licence and upon written request from you, Crunch will make commercially reasonable efforts, as determined in our sole discretion, to remove all references and links to your Application from the Crunch Website and service. Crunch has no other obligation to delete copies of, references to, or links to your Application.

6. Crunch controls the use of all trade name, trade marks, service marks, logos or devices that it uses and only names which do not compromise Crunch’s rights may be put forward for Applications. Thereafter the name of the Application accessed via the Crunch Platform by Crunch customers will be dictated by Crunch in its sole discretion. Where your Application is branded in accordance with instructions from Crunch, Crunch shall own the intellectual property in any trade names, trade marks, service marks, logos or devices applied to the Application.

The Crunch Brand

1. Subject to this Licence and our Branding Guidelines, we grant you a limited, non-exclusive, non-assignable, and non-transferable licence during the term to display the Crunch Brand to promote or advertise your integration of the Crunch API in your Application. This licence cannot be sub-licensed.

2. You must not:

   • Display the Crunch Brand in any way that is misleading, defamatory, infringing, libellous, disparaging, obscene, or otherwise objectionable to Crunch in our sole discretion, or in a way that suggests we have created, sponsored, or endorsed your Application or its content;
   • Remove any legal, copyright, trademark, watermark or other proprietary rights notices contained in or on materials you receive or access pursuant to this Licence, including the Crunch API, the materials posted at the Developer Portal, and our Website; or
   • Use the Crunch API or the Crunch Brand for any illegal, unauthorised or otherwise improper purposes, or in any manner that would violate this Licence (or any document incorporated into the Licence), or breach any laws or regulations, or violate any rights of third parties, or expose Crunch or its clients to legal liability in your use of the Crunch API.

3. Subject to our branding guidelines, You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Crunch. However, you may not issue any formal public announcements via traditional or online media referring to Crunch without our prior consent

4. We may publicly refer to you, orally or in writing, as a licensee of the Crunch API. We may also publish your name and logo (with or without a link to your Application) on our Website, in press releases, and in promotional materials without your prior consent.

Indemnity

1. You agree to hold harmless and indemnify Crunch, and its affiliates, and their respective directors, officers, agents, employees, advertisers, and partners, from and against any third party claim arising from or in any way related to your use of any Crunch Materials, violation of this Licence, or any other actions connected with your use of the Crunch API, including any liability or expense arising from all claims, losses, damages (actual and consequential), claims, judgments, litigation costs and reasonable legal fees, without limitation.

Remedies

1. You acknowledge that your breach of this Licence may cause irreparable harm to Crunch, the extent of which would be difficult to quantify. Accordingly, you agree that, in addition to any other remedies to which Crunch may be legally entitled, Crunch will have the right to seek immediate injunctive relief in the event of a breach of this Licence by you or any of your officers, employees, consultants, or other agents.

Limitation of liability

1. Your use of, and any reliance on, the Crunch API is at your own risk. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Crunch API and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Crunch API and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

2. You acknowledge that the Crunch API has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Crunch API as described in the Documents meet your requirements.

3. We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

   • loss of profits, sales, business, or revenue;
   • business interruption;
   • loss of anticipated savings;
   • loss or corruption of data or information;
   • loss of business opportunity, goodwill or reputation; or
   • any indirect or consequential loss or damage.

4. Nothing in this Licence shall limit or exclude our liability for:

   • death or personal injury resulting from our negligence;
   • fraud or fraudulent misrepresentation;
   • any other liability that cannot be excluded or limited by English law.

Termination

1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence or if we believe the availability of the Crunch API in your Application is not in our or our clients’ best interests. We may also terminate this Licence for breach which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

2. We may discontinue the availability of the Crunch API at any time for any reason. We may also impose limits on certain features and services or restrict your access to the Crunch API or our Website. All of our rights in this Licence may be exercised without prior notice or liability to you.

3. Upon termination for any reason:

   (a) all rights granted to you under this Licence shall cease;

   (b) you must immediately cease all activities authorised by this Licence; and

   (c) you must immediately delete or remove the Crunch API from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Crunch API and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

Events outside our control

1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 1.30.

2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

   • our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
   • we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

Other important terms

1. We may transfer our rights and obligations under this Licence to another organisation.
2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
3. You shall comply with all laws, statutes and regulations that may be applicable to you under this Licence.
4. The Crunch API is currently provided for free, but Crunch reserves the right to charge for the Crunch API in the future. If we do charge a fee for use of the Crunch API or any developer tools and features, you do not have any obligation to continue to use Crunch’s developer resources.
5. You understand and acknowledge that Crunch may be independently creating applications, content, and other products or services that may be similar to or competitive with your Application. Nothing in this Licence will be construed as restricting or preventing Crunch from creating and fully exploiting any applications, content, and other items, without any obligation to you.
6. We may provide you with support or modifications for the Crunch API in our sole discretion. We may stop providing support or modifications to you at any time without notice or liability to you. We may release subsequent versions of the Crunch API and require that you use those subsequent versions. Your continued use of the Crunch API following a subsequent release will be deemed your acceptance of modifications.
7. This Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
8. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
10. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. This Licence and any disputes arising out of it are subject to the exclusive jurisdiction of the courts of England and Wales.