BY ACCESSING THE APPLICATION PROGRAMMING INTERFACES AND THEIR ASSOCIATED TOOLS AND DOCUMENTATION (“APIS”), YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT (“AGREEMENT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION OR ANOTHER LEGAL ENTITY, YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY AND REPRESENTING TO SERVABLY, INC. (“COMPANY”) THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. LICENSEE’S CONTINUED USE OF THE API SHALL CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, CONDUCTING THIS TRANSACTION ELECTRONICALLY, ANY DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, AND A CHOICE OF WASHINGTON LAW. IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE APIS.
- API Description.Licensee desires to license certain of Company’s APIs that enable Licensee to develop, display, distribute and otherwise make available, applications, products and services of Licensee (Licensee’s “Application”) compatible with the Company products or services. The purpose of the API is to allow Licensee the ability to interface its Application with the Company’s software management services (“Company Services”) in a manner that allows the exchange and transmission of data and content of mutual customers (“Customer Content”) between the Application and Company’s Services as directed by such mutual customer. Company may, at any time and in its sole discretion, modify the API and/or release subsequent versions of the API. Licensee may be required to obtain and use the most recent version of the API.
- API License.Subject to the terms and conditions of this Agreement, Company grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the term of this Agreement (a) to use the APIs to develop, test, and support the Application; and (b) to distribute or allow access to Licensee’s integration of the APIs within the Application to end users of the Application. Licensee has no right to distribute or allow access to any third party to the stand-alone APIs.
- Developer Documentation.Licensee’s use of the APIs must comply with the technical documentation, usage guidelines, call volume limits, and other documentation (“Developer Documentation”) maintained at Company’s developer site located at https://api-docs.syncromsp.com/ (“Developer Site”). In the event of any conflict between the Developer Documentation and this Agreement, this Agreement shall control.
- Restrictions.Except as expressly and unambiguously authorized under this Agreement or by Company in writing, Licensee shall not (i) use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement or the Developer Documentation, or breach any laws or regulations, or violate the rights of third parties; (ii) remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials Licensee receives or accesses pursuant to this Agreement, including but not limited to, the APIs and the Developer Documentation; (iii) sell, lease, share, transfer, sublicense or fail to protect the confidentiality of the APIs or Company Services, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party; (iv) use the APIs in a manner that, as determined by Company in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Developer Documentation; (v) use the APIs in conjunction with, or combine content from the APIs with, Company content obtained through scraping or any other means outside the official Company APIs; (vi) interfere with or disrupt Company services or servers or networks connected to Company services, or disobey any requirements, procedures, policies or regulations of networks connected to Company services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through Licensee’s use of the APIs; or (vii) use the Company Services, APIs, website, or other Company products or services to access, process, store, or otherwise transfer any personally identifiable information (“PII”) or protected health information (“PHI”), including when using Company products designated or described as compliant with HIPAA. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Company or any other party. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee violates any of the foregoing restrictions, Company may, in its sole discretion, immediately terminate Licensee’s license and access to the APIs without notice.
- Proprietary Rights. As between the parties, Company owns all rights, title, and interest in and to the Company Services, APIs and derivatives thereof, and, subject to the foregoing, Licensee owns all rights, title, and interest in and to the Application. Except tothe limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed expressly reserved. If Licensee provides feedback or suggestions about Company’s API, Licensee agrees that Company shall own such feedback and hereby irrevocably assigns all right, title and interest in and to such feedback to Company. Licensee acknowledges that Company may create or may have created independent applications, content and other products and services that may be similar to or competitive with the Application. Nothing in this Agreement shall be construed as restricting Company’s right to develop, acquire, license, market or distribute such applications, content, products or services.
- Customer Agreements.The parties acknowledge and agree that each party is responsible for its own products and services and contracting with customers for its products and services. Licensee shall enter into a valid and binding end user license agreement with all users of the Application (the “EULA”) that contain provisions that contain all of the restrictions on the use of the API and interaction with the Company Services through the API as those contained in this Agreement. Nothing in this Agreement and no use, distribution or interaction of the API with the Company Services shall obligate or bind Company to any rights or obligations with respect to the Application or any customer of Licensee except to the extent set forth in a separate agreement between the parties.
- Support.Licensee agrees to report to Company any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. Company is in no way obligated to provide Licensee with any error correction or support, but may provide whatever error correction and/or support services Company may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the API).
- Data Privacy and Security. Licensee shall be responsible for compliance with all applicable privacy laws and regulations, including those applying to any Customer Content and personally identifiable information transmitted or processed in connection with Licensee’s products and services and use of the API. Licensee will implement commercially reasonable technical and administrative safeguards to protect user information collected by the Application from unauthorized access or use, including, without limitation, using industry-standard antivirus software to prevent the introduction of any virus, malware, Trojan horse, spyware or other device or code (“Malicious Code”). Licensee will promptly report to users any unauthorized access, use or disclosure of such information to the extent required by applicable law. Licensee represents and warrants that the Application is free Malicious Code, and neither Licensee nor the Application shall introduce or permit the introduction of any Malicious Code into the API or Company Services.
- Indemnity.Licensee shall indemnify, defend and hold harmless Company from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) (each a “Claim”) arising from or related to (a) any actual or alleged infringement, violation or misappropriation by the Licensee’s Application or content of the intellectual property or proprietary rights of any third party, (b) Licensee’s use of the API, (c) any breach by Licensee of this Agreement or applicable law, and (d) any breach of security or unauthorized access to the API or Company Service arising from the Application. In the event of such Claim, Company shall provide Licensee with notice of the Claim, provided that any failure to deliver such notice shall not eliminate or reduce Licensee’s indemnification obligations hereunder.
- Warranty Disclaimer.The parties acknowledge that the API, content and any services are provided “AS IS” and “AS AVAILABLE.” EXCEPT AS EXPRESSLY STATED HEREIN, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT USE OF THE API WILL BE UNINTERRUPTED OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR LOSSES OR DAMAGES ARISING FROM INTERRUPTIONS TO OR ERRORS IN THE API. THE PARTIES AGREE THAT AS BETWEEN THE PARTIES, LICENSEE IS SOLELY RESPONSIBLE FOR LICENSEE’S USE OF THE API, THE MAINTENANCE AND SUPPORT OF THE LICENSEE APPLICATION, USE OF AND ACCESS TO THE APPLICATION, AND LICENSEE’S ACCESS TO OR USE OF ANY CUSTOMER CONTENT TRASMITTED IN CONNECTION WITH THE API.
- Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS ($500.00)).
- Termination. This Agreement shall continue in effect until terminated as set forth in this Section. Either party may terminate this Agreement at any time upon written notice to the other party. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of Company’s Confidential Information. Sections 5 and 9 through 17 shall survive termination of this Agreement.
- Government Use. If Licensee is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the API are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
- Export Controls.Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the APIs in violation of any such restrictions, laws or regulations. By downloading or using the APIs, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
- Publicity. Licensee will not use Company’s name, identity, or trademarks for any purpose without Company’s prior written approval in each instance. Licensee may not make any public announcements (except as required by law) shall be made concerning the API, the terms of this Agreement or the obligations contemplated herein without the prior written consent of Company.
- No Joint Venture. Licensee and Company acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them and the parties are acting as independent contractors in making and performing this Agreement.
- General. This Agreement shall be governed by and construed under the laws of the State of Washington without giving effect to the principles of conflicts of law. All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in King County, Washington. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of any right under this Agreement and all waivers must be in writing. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Licensee may not assign or transfer this Agreement (or any part hereof) without the prior written consent of Company. Company shall have the right to freely assign or otherwise transfer this Agreement (in whole or part). All notices required or permitted under this Agreement will be in writing and will be sent (i) if to Company: firstname.lastname@example.org, and if Licensee: such email address as Licensee provides to Company on registering for the API (or, in either case, such other address as a party may designate in writing). This Agreement is the complete agreement between the parties hereto concerning the use of the APIs as downloaded from the Site and replaces any prior oral or written communications between the parties with respect thereto. This Agreement does not amend, supersede or replace any written, executed agreement between the parties except to the extent expressly set forth in such separate agreements. Company may modify the terms of this Agreement from time to time, which will supersede all previous versions of this Agreement. Licensee may review the current version of this Agreement online at https://api-docs.syncromsp.com/. Licensee’s continued use of the API after the date on which any modifications to this Agreement become effective will constitute Licensee’s acceptance of such changes.
If you have any questions about the API or this Agreement, please contact us at email@example.com.