Terms and Conditions

These Walmart Data Ventures API Terms of Use ("API Terms of Use") apply to your use of the Walmart Data Ventures application programming interface and documentation which provides access to Walmart Data Ventures data feeds ("Walmart Data Ventures API"). The Walmart Data Ventures API is provided by Walmart Inc. ("Walmart", "we", "us", or "our"). By using the Walmart Data Ventures API, you accept these API Terms of Use and certify that you are above the age of majority in your jurisdiction. Walmart may change the terms of these API Terms of Use from time to time. By continuing to use the Walmart Data Ventures API after we post any such changes, you accept the API Terms of Use, as modified.

Access

The Walmart Data Ventures API is available solely for the purpose of accessing the Walmart Data Ventures data feeds. It may not be used for any other purposes without express written permission from Walmart. For the avoidance of doubt, the Walmart Data Ventures API may NOT be used by any competitors of Walmart for the purposes of analyzing, receiving, or reviewing information regarding Walmart pricing or product availability.

Item and metrics that are enabled via Item Share will be flagged in our Data Feed APIs. This data is subject to the Retail Link User Agreement and can be used solely for the limited purpose indicated in the Item Share application and not for any other purpose. You must delete all Item Share data when Item Share is discontinued. Walmart may discontinue Item Share in its sole discretion with or without notice.

API Third Party Connectivity shall be limited to one per Charter Client. API third party connectivity is defined as granting API access keys to an entity outside the Charter Client company. Access keys will allow the entity to directly call and consume our portfolio of APIs. Charter Clients can enable additional API Third Party connectivity at an additional charge.

API access to Walmart Data Ventures Channel Performance will only be granted to third parties that currently only provide data management services, including data storage and API ingestion services, and basic store and channel analytics (i.e., enabling business intelligence connectors) solely for operational purposes.

Additional Documents

All terms set forth in the following agreements or documents are hereby incorporated into the API Terms of Use by reference:

Data Feeds for Walmart Data Ventures;

the Master Services Agreement between you and Walmart governing your use and access of the Walmart Data Ventures offering;

the Retail Link Agreement between you and Walmart; and

to the extent that Walmart provides you with category management access, the Category Management Agreement between you and Walmart.

For clarity, your termination of the API Terms of Use does not terminate any of the agreements or documents incorporated into the API Terms of Use by reference.

Grant of Rights

License Grant: Subject to your compliance with the terms and conditions of the API Terms of Use, Walmart hereby grants you a nonexclusive, nontransferable, fully-paid, revocable license and right to access and use the Walmart Data Ventures API in accordance with the specifications or documentation made available by Walmart for the purpose expressly authorized under the API Terms of Use.

Delivery and Documentation: Walmart may provide Walmart Data Ventures API materials and all technical or other specifications or documentation related to the Walmart Data Ventures API electronically.

No Other Proprietary Interest Granted: Except as expressly provided in the API Terms of Use, nothing in these API Terms of Use grants you rights in or to the Walmart Data Ventures API or any patent, trademark, copyright, or any other intellectual property derived from the Walmart Data Ventures API. You are not permitted to use any name, logo, trademark or trade name of Walmart in any publicity release, promotional material, advertising, marketing or business generating effort, whether written or oral, without obtaining Walmart’s prior written consent, which may be withheld in Walmart’s sole discretion.

Restrictions

As a condition to your use of the Walmart Data Ventures API, you agree to the following restrictions. You will not, and will not allow any third party to, directly or indirectly:

access or use the Walmart Data Ventures API other than in accordance with the API Terms of Use;

access or use the Walmart Data Ventures API in any manner that would violate the legal rights of any third party;

access or use the Walmart Data Ventures API to compete with Walmart or to develop a similar product or service;

access or use the Walmart Data Ventures API outside of the United States except in jurisdictions where Walmart has granted you an express right to access or use the Walmart Data Ventures API or to access or use the Walmart Data Ventures data feeds;

disclose or make available to third parties, export, modify, adapt, create derivative works of, or copy the Walmart Data Ventures API;

reverse engineer or otherwise attempt to derive the source code of the Walmart Data Ventures API;

access or use the Walmart Data Ventures API to transmit any virus, worm, trap door, or other malicious code;

remove any legal notice from the Walmart Data Ventures API; or

disrupt the operation of or attempt to gain unauthorized access to the Walmart Data Ventures services.

Rights to Feedback

You are not obligated to provide Walmart with Feedback, but if you choose to provide Feedback, you hereby grant to Walmart a perpetual, irrevocable, global, assignable and royalty-free license to use the Feedback for any purpose. "Feedback" means any suggestions, ideas, comments, feedback, materials, or other information regarding the Walmart Data Ventures API (including identifying errors and potential improvements).

Termination and Suspension

You may terminate your use of the Walmart Data Ventures API at any time. Walmart may immediately terminate or suspend your access to the Walmart Data Ventures API upon notice in the event you violate these API Terms of Use. In addition to the foregoing, Walmart may terminate or modify access to the Walmart Data Ventures API at any time, for any reason or no reason without liability hereunder.

Upon Walmart’s reasonable request and/or within ten (10) days following the termination or expiration of your access to the Walmart Data Ventures API, you will remove from your servers and return to Walmart all copies of the Walmart Data Ventures API and any other materials provided by Walmart to you related to the Walmart Data Ventures API.

Indemnification

You agree to defend, indemnify and hold Walmart and its affiliates harmless from any and all claims, damages, liability, attorneys’ fees and expenses on account of (i) your breach of any of the provisions of the API Terms of Use or (ii) any claim that your use of the Walmart Data Ventures API other than in accordance with the API Terms of Use infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary right of a third party.

Disclaimer of Warranty; Limitation of Liability

THE WALMART DATA VENTURES API IS PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND TO THE FULL EXTENT PERMITTED BY LAW, WALMART DISCLAIMS ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WALMART AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOSS OF INCOME, DATA, PROFITS, OR REVENUE ARISING OUT OF OR RELATING TO THESE LUMINATE API TERM OF USE OR YOUR USE OF THE WALMART DATA VENTURES API, EVEN IF WALMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WALMART'S AND ITS AFFILIATES’ LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES ARISING FROM OR RELATED TO THE WALMART DATA VENTURES API OR THESE API TERMS OF USE EXCEED ONE HUNDRED DOLLARS ($100.00).

General

These API Terms of Use and any documents incorporated into these API Terms of Use by reference constitute the complete and exclusive understanding and agreement between you and Walmart and supersede all prior contemporaneous agreements, communications and understandings between the parties with respect to the subject matter of these API Terms of Use. To the extent there is any conflict between the API Terms of Use and the agreements incorporated by reference, the API Terms of Use will prevail with respect to your use and access of the Walmart Data Ventures API. These API Terms of Use do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Walmart. Headings used in these API Terms of Use are for reference purposes only and in no way define or limit the scope of the section. If any provision of these API Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these API Terms of Use will remain in full force and effect. The failure of Walmart to act with respect to a breach of these API Terms of Use by you or others does not constitute a waiver and will not limit Walmart's rights with respect to such breach or any subsequent breaches. You may not assign, transfer, or sublicense any or all of your rights or obligations under these API Terms of Use without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these API Terms of Use without restriction. Any use of the term "including" or variations thereof in these API Terms of Use will be construed as if followed by the phrase "without limitation." These API Terms of Use will be governed by and construed under the laws of the State of Arkansas, without regard to conflicts of law principles. Notices to you (including notices of changes to these API Terms of Use) may be made via posting to Data Feeds API Documentation Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these API Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these API Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.