Last Modified: November 21, 2019
IMPORTANT: The headings and summaries provided here are for convenience only, and do not in any way detract or add to the meaning or intent of the Terms. They are not a substitute for careful consideration of these Terms. Please read these Terms carefully.
When you interact with IDT’s API, you agree to follow these Terms.
These Terms govern your access to and use of the application programming interface (“API”) made available by IDT on www.idtdna.com and any associated or successor sites of IDT, including the portal used to order and purchase IDT synthesized DNA products and manage accounts (the “Order System”), tools such as the OligoAnalyzer Tool, DNA Oligo Entry, PrimerQuest Tool, gBlocks Gene Fragments Entry, UNAFold, Codon Optimization Tool (collectively, the “Web Tools”), and any other content, functionality, tools and services offered on or through these sites (collectively, the “Website”).
If you do not agree to these Terms or if you are unable to make the foregoing representations and warranties, you must not access or use the API.
By agreeing to these Terms, you are given access to the API so that you can develop your own Applications.
You may have to become a Registered User before accessing some features of the API. Make sure you provide correct information, and make sure you keep your account secure. If you don’t, you might lose access to the API.
Subject to and conditioned on your compliance with all terms and conditions set forth in these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Terms to use the API solely for your internal business purposes in developing any applications that will communicate and operate with the API (your “Applications”). You acknowledge that there are no implied licenses granted under these Terms. We reserve all rights that are not expressly granted. You may not use the API for any other purpose without our prior written consent. If you are interested in using the API for a commercial purpose, please contact IDT at [ADDRESS FOR INQUIRIES].
We have the right to disable any user name, password, or other identifier, whether chosen or provided, at any time in our sole discretion for any or no reason, including, without limitation, if, in our opinion, you have violated any provision of these Terms.
DO NOT use the API to harm IDT or other people. For example, you cannot:
(a) steal the API;
(b) sell the API;
(c) take apart the API’s code;
(d) remove copyright or other IDT notices from the API;
(e) use the API to violate the law;
(g) disable IDT’s messages that are a part of the API;
(h) use the API to create a fake www.idt.com;
(i) use the API under a false name;
(j) use the API to deal in viruses, spam, or other illegal or offensive activities; or
(k) use the API in any way that abuses or harms IDT or others.
To use the API, you have to comply with these Terms, which we may update from time to time.
Except as expressly authorized under these Terms, you may not:
(a) copy, modify, or create derivative works of the API, in whole or in part;
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
(d) remove any proprietary notices from the API;
(e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
(g) design or permit your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(h) use the API in any of your Applications to replicate or attempt to replace the user experience of the Website;
(i) attempt to cloak or conceal your identity or the identity of your Applications when requesting authorization to use the API;
(j) use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities; or
(k) use the API in any manner that IDT determines in its reasonable discretion is abusive or harmful.
You will comply with all these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.idtdna.com from time to time, including, without limitation, any controls on usage volume.
It is your responsibility to ensure users of your Application comply with the law and these Terms.
IDT may update the API from time to time. It is not IDT’s responsibility to ensure your Application works with the updated API.
These Terms do not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how your Applications communicate with the Website. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.
Access to the API is free, but IDT reserves the right to charge in the future.
You acknowledge and agree that no license fees or other payments will be due under these Terms in exchange for the rights granted under these Terms. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time.
YES. The API is the sole property of IDT
IDT owns the API and its entire contents, features, and functionality (including, without limitation, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof). United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws protect this API and such material.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the API in breach of these Terms, your right to use the API will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the API or any content on the API is transferred to you, and IDT reserves all rights not expressly granted by these Terms or separately in writing.
“Integrated DNA Technologies, Inc.,” “IDT,” its logo, and all related names, logos, product and service names, designs, and slogans are trademarks of IDT or its affiliates or licensors.
You must not use such marks without IDT’s prior written permission. All other names, logos, product and service names, designs, or slogans on this Website are the trademarks of their respective owners.
IDT is happy to accept feedback. When you share your ideas with IDT, you are giving them to IDT and IDT may or may not use them.
If you submit any idea, proposal, suggestion, or other material to IDT suggesting changes, improvements, enhancements, or other features or aspects of the API (collectively, “Feedback”), such Feedback becomes IDT’s property and you waive and assign to IDT all rights, title, and interest you have or may have had in any such Feedback. You agree you provide all Feedback without compensation or restriction, and you agree IDT is under no obligation to use such Feedback.
IDT does not guarantee the API.
IDT makes no warranties regarding the API.
When you use the API, you do so at your own risk.
You understand and agree that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the API will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE API OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE WEBSITE OR ANY WEBSITE LINKED TO THE WEBSITE.
YOUR USE OF THE API, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE API, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER IDT NOR ANY PERSON ASSOCIATED WITH IDT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE API. WITHOUT LIMITING THE FOREGOING, NEITHER IDT NOR ANYONE ASSOCIATED WITH IDT REPRESENTS OR WARRANTS THAT THE API, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE API OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, IDT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.
IDT is not liable for any damages that arise out of or relate to your use of the API.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL IDT, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT OR SERVICES ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IDT is not responsible if you violate these terms. If you use the API or violate these Terms and there are damages, you will protect IDT from harm.
You agree to defend, indemnify, and hold harmless IDT , its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, supplies, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the API, including, without limitation, any use of the Website’s content, services, and products other than as expressly authorized in these Terms, or your use of any information or products obtained from the Website.
If there is a legal issue relating to these Terms or the API, the laws of the State of Iowa will decide it. If there is a legal dispute, it will be heard in Coralville, Iowa.
All matters relating to the API and these Terms, and any dispute or claim arising therefrom or related thereto (in any case, whether sounding in contract, tort, or statute), shall be governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule. The parties agree the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Any legal suit, action, or proceeding arising out of or relating to these Terms or the API shall be instituted exclusively in the state or federal courts sitting in the State of Iowa, County of Johnson. You waive any objections to the exercise of jurisdiction over you by such courts and you agree venue is appropriate and convenient in such courts.
AT IDT’S SOLE DISCRETION, IT MAY REQUIRE YOU TO SUBMIT ANY DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE WEBSITE, INCLUDING DISPUTES FROM OR CONCERNING THE INTERPRETATION, VIOLATION, VALIDITY, PERFORMANCE, OR TERMINATION OF THE TERMS, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING IOWA LAW. BY AGREEING TO THESE TERMS, YOU AGREE THAT YOU MAY BE REQUIRED TO RESOLVE ANY CLAIM YOU MAY HAVE AGAINST IDT ON AN INDIVIDUAL BASIS IN BINDING AND CONFIDENTIAL ARBITRATION TO BE HELD EXCLUSIVELY IN CORALVILLE, IOWA.
If you think you have a claim relating to these Terms or the API, you have to bring it within one year.
YOU MUST COMMENCE ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE API WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
If IDT waives certain requirements of these Terms, that does not mean it waives all requirements.
If a court determines certain aspects of these Terms are unenforceable, the rest still are.
No waiver by IDT of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of IDT to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
If you have any questions, please contact IDT.