Walk Score Professional Terms of Use
This document sets forth the terms under which Walk Score Management, LLC ("WS") makes Walk Score Professional Services available for use by approved third parties. By using Walk Score Professional Services, you (“Licensee”) agree to be bound by these Terms of Service ("Terms").
WS may modify or revise these Terms at any time provided that you shall have 30 days from date of notice (including via email) to conform with changes to the Terms. Your continued use of Walk Score Professional Services will constitute acceptance of and agreement to any such changes.
1. Use of Walk Score Professional Services
Subject to the terms hereof, WS hereby grants to Licensee a non-exclusive, revocable, non-sublicensable, non-transferable license (a) to display Walk Score Professional Services on the website or application specified during online sign up (https://www.walkscore.com/professional/sign-up/pro), provided that such website or application is freely accessible and wholly owned and operated by Licensee, and, (b) to display Walk Score logos, trade names and trademarks (collectively “Licensed Material”) solely in connection with the use of Walk Score Professional Services. Licensee may not alter, modify or change the Licensed Material in any way.
Licensee may not use in its URLs nor purchase or register in any registrar, search engine, referral or advertising service (such as Google's AdWords) any of the following terms: “Walk Score,” “walkscore,” “walking score,” “walkability score,” “Transit Score,” “transitscore,” “transportation score,” “Commute Score,” “commutescore,” “Bike Score,” “bikescore,” “biking score,” or “bikeability score.”
Licensee may not use Walk Score Professional Services for any purpose not expressly authorized herein without WS's prior written consent. All rights to Walk Score Professional Services not expressly granted to Licensee are reserved by WS.
2. Acceptable Use
Licensee agrees not to use Walk Score Professional Services in any way that is unlawful or that violates any provisions of these Terms.
All queries sent to Walk Score requesting data must reference Licensee's valid Walk Score I.D. ("WSID") for the Walk Score Widget and/or a Walk Score API Key ("WSAPIKEY"), as applicable.
Licensee further agrees not to cache (unless approved by WS in writing), store, reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of Walk Score or Walk Score Professional Services.
3. Branding Requirements
Walk Score Widget: Licensee agrees that Licensee will not modify the Walk Score Widget in any way except via approved parameters as documented online at https://www.walkscore.com/professional/get-code. Licensee agrees to display the full Walk Score Widget on Licensee's website and will not occlude or obscure any portion of the Walk Score Widget with other website elements.
Walk Score APIs (including the Walk Score API, Bike Score API, Score Details API, Transit Score API, Public Transit API and Travel Time API): Licensee agrees to follow the Walk Score Professional branding requirements documented online at https://www.walkscore.com/professional/branding-requirements.php.
4. Proprietary Rights
WS owns all intellectual property rights (including without limitation all copyrights, trademarks, patents and trade secrets) in and to all versions of Walk Score, Transit Score, Bike Score, the Walk Score Travel Time API and Walk Score Services, including without limitation all software and content. One or more U.S. Patents may apply to the Walk Score Services, including without limitation U.S. Patent Nos. 8,738,422 and 8,892,455.
5. Confidentiality
WS and Licensee agree and understand that each party (the “Receiving Party”) may receive information from the other party, its respective parents and subsidiaries, (collectively, the “Disclosing Party”) that the Disclosing Party identifies in writing at the time of disclosure as confidential (the “Confidential Information”). Each party agrees that (i) the Receiving Party shall keep such Confidential Information confidential and shall not disclose any such Confidential Information to any third party; (ii) all Confidential Information shall remain the exclusive property of the Disclosing Party; and (iii) the Receiving Party shall return or destroy all copies of the Disclosing Party's Confidential Information upon request of the Disclosing Party. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes a part of the public domain through no act or omission on the part of the Receiving Party, (ii) is in the Receiving Party's possession, without knowledge of an obligation of confidentiality with respect thereto prior to the time of disclosure, (iii) is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto, or (iv) is independently developed without access or reference to the Confidential Information.
6. Price and Payments
In consideration for Walk Score Professional Services, during the Term, Licensee shall pay to WS the fees (“Fees”) set forth on the Walk Score Billing Page. WS reserves the right to change the fees for Walk Score Professional Services with 30 days notice (including via email). Licensee authorizes WS to automatically bill Licensee's credit card on a monthly basis. Licensee may cancel this automatic billing authorization in writing via email sent to
Licensee shall also be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes payable by Walk Score on its own net income. In the event Licensee fails to satisfy its tax and/or duty obligations herein, Licensee shall reimburse Walk Score upon demand for any taxes and/or duties paid on behalf of Licensee and shall indemnify and hold Walk Score harmless against any claim and/or liability (including penalties) resulting from Licensee's failure to pay such taxes and/or duties.
7. Term and Termination
Term: The Terms of Service will begin on the date Licensee accepts these Terms and will continue for one (1) year thereafter (the “Initial Term”), unless earlier terminated in accordance with the provisions of these Terms. Upon expiration of the Initial Term, these Terms will automatically renew for additional successive 1 year terms (each, a “Renewal Term”) unless, at least 30 days before the end of the then-current term, either Party provides written notice of non-renewal to the other Party. (The Initial Term and all Renewal Terms, if any, shall be referred to herein as the “Term”.)
Termination: WS may terminate these Terms for cause in the event that Licensee fails to perform any material obligation under these Terms of Service and such failure to perform is not cured within 30 days following the delivery of written notice thereof. These Terms may also be terminated for convenience by either party with 30 days prior written notice to the other party.
Any termination of these Terms shall also immediately terminate the licenses granted to Licensee hereunder. Upon any termination of these Terms, Licensee shall promptly delete and remove all calls to Walk Score Professional Services from all web pages, scripts, widgets, applications, and other software in Licensee's possession or under Licensee's control.
Survival: The parties' obligations under these Terms with respect to confidentiality and intellectual property shall survive the expiration or termination of these Terms. Termination shall not affect Licensee's obligation to pay WS the Fees required to be paid by Licensee hereunder during the Term.
8. Indemnity
Licensee agrees that use of Walk Score Professional Services is at Licensee's own risk and Licensee agrees to hold harmless and indemnify WS and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fee) arising from, or in any way related to Licensee's use of Walk Score Professional Services or any WS content displayed on Licensee's website or application.
9. No Warranty
WALK SCORE PROFESSIONAL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, WS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING WALK SCORE PROFESSIONAL SERVICES DATA, THE WALK SCORE AND THE TRANSIT SCORE INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, WS DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF WALK SCORE PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
10. Liability Limitation
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS CONTAINED HEREIN, IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES OR SUPPLIERS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT OR THE GOODS AND/OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. WITHOUT IN ANY WAY LIMITING THE FOREGOING, IN NO EVENT SHALL WS BE LIABLE TO LICENSEE FOR DAMAGES IN EXCESS OF THE FEES PAID BY LICENSEE TO WS DURING THE TERM.
11. Limited Relationship
The Terms herein are not and shall not be deemed to constitute a partnership or joint venture between the parties and neither party nor any of their respective directors, officers, employees or agents shall, by virtue of the performance of their obligations under these Terms, be deemed to be an agent or employee of the other.
While Licensee is encouraged to publicize Licensee's use of Walk Score Professional Services, Licensee agrees not to make any statements implying any endorsement of Licensee's content, products, or services by WS.
12. General
Assignment: Licensee may not transfer, assign, or delegate these Terms and Licensee's WSID or WSAPIKEY to any third party.
Waiver: Either party's failure to act with respect to a breach by the other party or others does not waive its right to act with respect to subsequent or similar breaches.
Severability: The parties agree that if any provisions of these Terms are deemed invalid or unenforceable, the Terms shall be reformed to be in accord with the parties' original intent.
Entire Agreement: Except as expressly stated herein, these Terms constitute the entire agreement between Licensee and WS with respect to the Walk Score Professional Services and supersede all prior or contemporaneous communications of any kind between Licensee and WS with respect to Walk Score Professional Services.
Applicable Law: The Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Washington, without regard to its conflicts of law principles.
Last modified December 2017