Old Dominion Freight Line, Inc.
API Developer Network Portal
Terms and Conditions
Modification of The Agreement
We reserve the right at any time, at our sole discretion, to change or otherwise modify the Agreement without prior notice, and such changes will be effective immediately upon posting. Your continued access or use of the API Portal signifies your acceptance of the updated or modified Agreement. Unless otherwise indicated, any new material added to the API Portal will also be subject to the Agreement. Be sure to return to this page periodically to review the most current version of the Agreement.
Who Can Use the API Portal
The API Portal is not intended to be used by persons under the age of 18 years old. If you are under the age of 18 years old, please do not use the API Portal or any of the related services. If you are submitting information for a business entity, by doing so, you represent that you have the authority to bind that business entity to the Agreement. We may, in our sole and absolute discretion, refuse to allow use of the API Portal for any reason or for no reason.
Scope of Use of API Portal
You may only use the API Portal for the purposes for which you are being provided access. This may include for purposes of utilizing application program interfaces or other software (“API”) as well as data or computer networks made available by ODFL through the API Portal. Each API may have associated policy or procedure documentation (“API Policy(ies)”) that may set forth additional terms and conditions related to the use of that certain API and any data or content provided through or submitted to that certain API. The API Policies are incorporated into these Terms and Conditions by reference and may contain additional terms and conditions.
In the event of the conflict between the API Policies and these Terms and Conditions (or the ODFL Website Terms and Conditions), the API Policies will control. In the event of a conflict between these Terms and Conditions and the ODFL Website Terms and Conditions, these Terms and Conditions will control.
API Portal and Your Content
You may use the API Portal and the APIs solely in accordance with any instructions from ODFL or documentation related to the APIs and otherwise in accordance with these Terms and Conditions. All software, APIs, documentation, material, data, or property (“ODFL Material”) shall at all times be deemed owned exclusively by ODFL or, as applicable, its suppliers or third party licensors, and your use of any ODFL Material shall at all times be subject to these Terms and Conditions. For all data or material (“Your Content”) submitted to ODFL through the API Portal, you hereby assign to ODFL all right, title, and interest in and to Your Content, and hereby agree to execute any and all documentation and undergo any necessary steps to effectuate this assignment at your own cost and expense, and at ODFL’s instruction. You represent and warrant to ODFL that (a) you have all right, title, and interest to provide Your Content to ODFL, (b) the provision of Your Content to ODFL does not and will not violate, infringe upon, or misappropriate a third party’s intellectual property or proprietary rights or breach any contract with a third party or otherwise violate applicable law, and (c) your Content will not contain any disabling device or any malware or other software routine, scripts, or code that could cause (i) unauthorized access to equipment, systems or data, (ii) unauthorized disclosure of data, (iii) unauthorized deletion of data, or (iv) disabling or otherwise harming API Portal.
Unless otherwise specified in a separate agreement between you and ODFL, or as may be set forth in the API Policies, (i) ODFL retains all ownership of all data stored in, uploaded to, or processed by the APIs made available hereunder; and (ii) your use of any ODFL data shall be limited to use solely related to the APIs, and in strict accordance with ODFL’s instructions and the API Policies. With or without cause or notice to you, ODFL retains the right to disable or remove your access to any API or any data made available to you or otherwise accessible through any API.
Use of APIs
Unless specifically set forth in the applicable API Policy, you are not permitted to do any of the following:
· Assign, transfer, sell, or license any rights granted to you herein to any third party;
· Disable, deactivate, or circumvent (or attempt to do any of the foregoing) any security protocols, systems, passwords, access controls, technologies, or methodologies associated with any ODFL computer network or the APIs;
· Upload, transmit, or publish any illegal, threatening, abusive, defamatory, libelous, deceptive, unfair, obscene, or offensive data or content to the APIs or any ODFL computer network;
· Transmit, communicate, propagate, or introduce any virus, malware, malicious or destructive code, software, files, systems, denial of service attack, or otherwise;
· Send or transmit any unsolicited, illegal, or unpermitted communications, marketing, advertising, spam, or otherwise;
· Use robots, scraping or other technology to access the APIs to obtain any information beyond what ODFL provides to you under this Agreement;
· Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements;
· 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;
· Sell, transfer, assign, or license your access to or use of the API Portal, charge a fee to access the API Portal, or otherwise provide the API Portal as a service to any third party; further, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties;
· Use the APIs or ODFL’s computer networks for any purpose or in any manner not permitted by applicable law;
· 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);
· Reverse engineer, decompile, or otherwise attempt to derive the source code or specifications of the APIs or any ODFL software, system, or network, except to the extent that this restriction is expressly prohibited by applicable law;
· Provide any permitted access codes, passwords, or security tokens or information to any third party;
· Interfere with the operation of the APIs or any other party’s use of the APIs or ODFL’s computer network, systems, or servers;
· Remove, obscure, or alter any ODFL terms and conditions or any links to or notices of those terms; or
· Otherwise use the APIs for any purpose or in any manner not expressly permitted by the API Policies, these Terms and Conditions, or by ODFL in writing.
Unless otherwise specified in writing by ODFL, ODFL 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 ODFL unless you have received prior written consent to such use from ODFL.
You may not share your user ID, password, or access codes (if any) with other users or with third parties, except as permitted by ODFL in writing. You are and will be fully responsible for your use of your user ID, password, and any access codes and any loss, theft, or unauthorized disclosure or use of your user ID, password, or access codes. You will immediately notify ODFL in the event of any loss, theft, or unauthorized disclosure or use of any user ID, password, or access code, or if you have reason to believe that your access to the API Portal is no longer secure for any reason.
ODFL may monitor and audit your use of the APIs to ensure compliance with this Agreement. You must not block or otherwise interfere with the monitoring or audit, and ODFL may use technical means to overcome any methods you may use to block or interfere with such monitoring.
Suspension and Termination
ODFL reserves the right to suspend or terminate your access to and use of API Portal at any time and for any reason. We may do so without providing notice of suspension or termination.
ODFL owns and shall be deemed to retain all rights in the APIs made available to you. ODFL grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to use the API Portal and ODFL’s APIs solely for the purposes set forth in the applicable API Policies, or as set forth herein. All rights not expressly set forth herein are hereby reserved.
Digital Millennium Copyright Act Notice
ODFL respects the intellectual property rights of others. ODFL may, in appropriate circumstances and at its sole discretion, terminate the access of users who infringe the copyrights or intellectual property rights of others.
If you believe your work has been copied and is accessible on the API Portal in a way that constitutes copyright infringement, or that the API Portal contains links or other references to another online location that contains material or activity that infringes your copyright, you may notify us by providing our copyright agent the information required by the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. §512.
Our agent for notice of claims of copyright infringement on or regarding the API Portal can be reached by mail: Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, NC 27360; by email: Webmaster@odfl.com; or by telephone: 800.235.5569.
Please provide our agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
· A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
· Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
· Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
· Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
· A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
· A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Your access to and use of the API Portal may result in the access to or receipt of Confidential Information of ODFL. Unless you have executed a separate written agreement with ODFL that specifically governs the use and disclosure of this Confidential Information, the following applies:
· You will use Confidential Information solely for the purposes for which such Confidential Information was provided (for example, solely related to your use of the API in accordance with its documentation) and for no other purpose.
· You agree that all Confidential Information remains the property of ODFL and neither this Agreement nor the furnishing of any Confidential Information via the API Portal will be construed as granting any license or title to any patent, copyright, trademark or other proprietary right owned or controlled by ODFL.
· You will not allow access to or disclose Confidential Information to any third parties, except your employees or agents who have a need-to-know the Confidential Information for the purposes for which such Confidential Information was disclosed (“Representatives”) and solely to provide services to you; and
· With each Representative, you will execute a confidentiality agreement that contains non-use and non-disclosure provisions no less restrictive than those provisions specified in these Terms and Conditions.
· Upon ODFL request, you will discontinue all access to and use of Confidential Information and return or destroy the Confidential Information as specified by ODFL.
· You will not use in advertising, publicity, or otherwise any name, trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by ODFL. You will not represent, directly or indirectly, to any third party that any of your products or services have been approved or endorsed by ODFL.
For the purposes of these Terms and Conditions, “Confidential Information” means all information, data, software, documentation, content, designs, and materials that is made available to you or otherwise accessible through your use of the API Portal. All such Confidential Information shall be deemed owned exclusively by ODFL. Confidential Information does not include any data or information which (i) was in your lawful possession and owned by you prior to your use of the API Portal, (ii) is later lawfully made available to you by a third party having no obligation of secrecy or confidentiality to ODFL, (iii) is independently developed by you and not otherwise a derivative of ODFL Confidential Information, or (iv) is or later becomes available to the public through no act or failure to act by you. Confidential Information includes, but is not limited to, ODFL’s ideas, inventions, discoveries, techniques, processes, procedures, patterns, formulas, compilations, methods, devices, improvements, technical data and specifications, testing methods, research and development, computer programs and designs, products/pricing, costs, customer information, programs, systems, and/or other business strategies. Additionally, as ODFL has a responsibility to protect the privacy of its employees, policyholders, customers, licensors and contractors, all personal information relating to any such individual which may be shared with, or obtained by, arising out of the API Portal, shall always be considered Confidential Information of ODFL or its third party suppliers. You will comply with all applicable state and federal privacy laws, rules and regulations related to any data or information you submit to the API Portal or otherwise receive from ODFL by way of your access to the API Portal.
EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, ODFL DOES NOT 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.
Limitation of Liability
WHEN PERMITTED BY LAW, ODFL WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ODFL 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, ODFL WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
You agree to defend, indemnify, and hold harmless ODFL and its subsidiaries and affiliates, and its and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorney’s fees) arising out of or related to: (i) your access to and use of API Portal; (ii) your failure to comply with the Agreement, (iii) your alleged infringement or misappropriation of any third-party intellectual property rights; or (iv) your violation of any applicable law, rule, or regulation of the United States or any other country.
Privacy and Security
If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.
The APIs are designed to help you enhance your websites and applications ("API Client(s)"). YOU AGREE THAT ODFL MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE ODFL PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include ODFL accessing and using your API Client, for example to identify security issues that could affect ODFL or its users. You will not interfere with this monitoring. ODFL may use any technical means to overcome such interference. ODFL 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.
You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information ("PII"), 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.
ODFL will aim, but does not guarantee, to provide a target Uptime for the Services of 99% where “Uptime” means 100% minus the percentage of time that the Services are inaccessible or not operational over a calendar month. ODFL, however, is not liable for any damages resulting from its failure to meet this standard.
ODFL will use reasonable endeavors to provide limited technical support to you in relation to a problem or fault associated with its use of the Services online through the API Developer Portal and by email. You may contact ODFL for technical support at the following email address:API Development Team.
Third Party Sites
From time to time, ODFL may authorize linked websites or APIs to or from the API Portal (“Third Party Sites”). These Third Party Sites are controlled and operated by third parties and not by ODFL. ODFL makes no representations and disclaims all liability as to the content or material available at those locations, the accuracy of information, and the quality of products or services provided or advertised on the Third Party Sites. The fact that ODFL authorizes these Third Party Sites is not an endorsement, authorization, express or implied sponsorship, or affiliation with respect to Third Party Sites, its owners, sponsors, or providers.
ODFL operates the API Portal from its offices within the United States. We do not represent that site content or APIs on the API Portal are appropriate or applicable for use in any other country, and access from certain countries other than the United States may be strictly prohibited based upon applicable law. You acknowledge and agree that you are accessing the API Portal on your own initiative, at your own risk, and are responsible for compliance with all local laws. These Terms and Conditions are governed by and will be interpreted in accordance with the laws of the State of North Carolina, without giving effect to its conflict of law provisions. The courts of Guilford County, North Carolina will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms and Conditions.
If any portion of these Terms and Conditions is found to be unenforceable, the remaining sections of the Terms and Conditions will remain in effect.
Failure by ODFL, in any instance, to exercise any of its rights under the Terms and Conditions will not constitute waiver of such right or any other rights under the Terms and Conditions.
For purposes of this Agreement, “Branding” includes the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, this Agreement does not grant either party any right, title, or interest in or to the other party's Branding.
ODFL hereby grants to you a non-transferable, non-sublicenseable, non-exclusive, limited license while the Terms are in effect to display ODFL's Branding for the sole purpose of promoting or advertising that you use the APIs. All use by you of ODFL's Branding (including any goodwill associated therewith) will inure to the benefit of ODFL. You agree to display any attribution(s) required by ODFL as described in the documentation for the API. You must only use the ODFL Branding in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using ODFL's Branding, you must follow the ODFL Branding Use Guidelines. You understand and agree that ODFL has the sole discretion to determine whether your attribution(s) and use of ODFL's Branding are in accordance with the above requirements and guidelines.
You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by ODFL without ODFL's prior written approval. ODFL may identify you in promotional material for the Services without prior notice.
In the course of promoting, marketing, or demonstrating the APIs you are using and the associated ODFL products, ODFL 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.
You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide ODFL with prior written notice and upon termination, cease your use of the applicable APIs. ODFL reserves the right to terminate the Terms with you or discontinue the APIs, or any portion thereof, for any reason and at any time without liability or obligation to you.
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 ODFL Branding, and delete any cached or stored content.
Upon termination of the Terms, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to the following sections: API Portal and Your Content, Intellectual Property, Confidentiality, Warranties, Limitation of Liability, Indemnification, Governing Law, and Severability; Waiver.
[Last amended October 2017]