This API License Agreement was last updated on October 15, 2020.
BY ACCEPTING THIS AGREEMENT, YOU OR THE PERSON OR ENTITY THAT YOU REPRESENT (“LICENSEE”) ARE ENTERING INTO A CONTRACT (“AGREEMENT”) THAT IS LEGALLY BINDING. LICENSEE’S CONTINUED USE OF THE MATERIALS COVERED BY THIS AGREEMENT SHALL CONSTITUTE ADDITIONAL ASSENT TO THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT PROCEED.
Purpose of Agreement. By this Agreement, Licensee shall acquire certain limited rights to the application programming interface and associated tools and documentation (collectively, “API”) created by CorpNet, Incorporated (“CorpNet”), that is intended to permit Licensee and its customers to access certain services provided by CorpNet and to receive data and content (“Content”) from CorpNet, so that Licensee can create an application or service or enhance an existing application or service (Licensee’s “Application”).
License. Subject to the terms of this Agreement, CorpNet hereby grants Licensee a limited, non-exclusive, non-transferable, non-assignable, royalty-free license (without the right to sublicense), during the term of this Agreement: (a) to use the API to develop, test, and support Licensee’s Application; (b) to allow end users to access to Licensee’s integration of the API within the Application; and (c) to display the Content received from the API within the Application. Licensee shall have no right to distribute, license, or otherwise transfer the API to any third party.
Developer Documentation. Licensee’s use of the API and display of the Content must comply with the technical documentation, usage guidelines, call volume limits, and other documentation (“Developer Documentation”). CorpNet may consent in writing to increase the call volume limits, in which case such increased limits shall apply unless and until CorpNet revokes such consent. In the event of any conflict between the Developer Documentation and this Agreement, this Agreement shall control.
User Agreements. Licensee shall enter into valid and binding end user license agreements (“EULAs”) with all users of Licensee’s Application. The EULAs shall contain provisions that contain all of the restrictions on the use of the Content as those contained in this Agreement. Additionally, the EULAs shall contain limitations of liability and warranty disclaimers with respect to the Content consistent with the limitations contained herein.
Restrictions. Except as expressly authorized under this Agreement or by CorpNet in writing, Licensee shall not disclose or provide the API to any person or entity other than to Licensee’s employees or independent contractors who are individuals, provided (a) such independent contractors enter into an agreement with Licensee at least as protective of CorpNet’s rights as this Agreement, and (b) Licensee hereby agree to be responsible for, and liable to CorpNet for, any breaches of such agreements by Licensee’s independent contractors.
Licensee shall not use the API for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate this Agreement or the Developer Documentation, or breach any applicable laws or regulations, or violate the rights of third parties.
Licensee shall not use the API in a manner that, as determined by CorpNet 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.
Licensee shall not advertise the products or services of CorpNet’s competitors in the Application or use the API in an Application that competes with products or services offered by CorpNet.
Licensee shall not sell, lease, share, transfer, sublicense, or fail to protect the confidentiality of any Content obtained through the API, except as expressly authorized by the owner of that Content.
Licensee shall not interfere with or disrupt CorpNet services or servers or networks connected to CorpNet services, or disobey any requirements, procedures, policies or regulations of networks connected to CorpNet services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through the use of the API.
Licensee shall not copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the API, the Content, CorpNet’s website, or any of CorpNet’s other services, through automated or other means.
Licensee shall not remove any legal, copyright, trademark, or other notices contained in or on the API, the Developer Documentation, the Content, or any other materials Licensee receives pursuant to this Agreement
This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of CorpNet or any other party or licensor. Any such use is granted only pursuant to the separate CorpNet Partner Program Affiliate Agreement of other agreement between the parties. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee violates any of the foregoing restrictions, CorpNet shall own all right, title, and interest in and to all inventions, works of authorship, designs, know-how, ideas, and information made or conceived or reduced to practice, in whole or in part, using the API. Licensee hereby agrees to make all assignments necessary to accomplish the foregoing ownership.
Proprietary Rights. As between the parties, CorpNet owns all rights, title, and interest in and to the API and all output and executables of the API, and, subject to the foregoing, Licensee owns all rights, title, and interest in and to the Application. Except to the 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 withheld.
Support. Licensee agrees to report to CorpNet any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. CorpNet is in no way obligated to provide Licensee with any error correction or support, but may provide whatever error correction and/or support services CorpNet may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the API).
Compatibility. Licensee shall advise CorpNet regarding compatibility of Licensee’s products with the API and CorpNet’s information systems, and any issues or problems with respect thereto. Licensee will use its best efforts to achieve full interoperability and compatibility. Nothing herein obligates CorpNet to provide support or upgrades for the API.
Confidentiality. The API code constitutes CorpNet’s confidential information (“Confidential Information”). Licensee hereby agrees: (1) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information, including, without limitation, all precautions the Licensee employs with respect to its own confidential materials; (2) not to divulge any Confidential Information to any third person, except as authorized herein; (3) not to use any Confidential Information except for the purposes set forth in this Agreement; and (4) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing. Licensee acknowledges and agrees that due to the unique nature of the CorpNet’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, CorpNet shall be entitled to appropriate equitable relief in addition to whatever remedies it might have.
Indemnity. Licensee agrees that CorpNet shall have no liability for (1) any use Licensee makes of the API or (2) any use of Licensee’s Application. Licensee shall indemnify, defend, and hold harmless CorpNet from all claims, damages, liabilities, costs, and fees, including reasonable attorneys’ fees, arising from or related to any use of the API or Licensee’s Application.
Disclaimer of Warranties. THE API, AND ALL MATERIALS, INFORMATION, SEARCH RESULTS, USER CONTENT, PRODUCTS AND SERVICES AVAILABLE FROM OR THROUGH CORPNET ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, CORPNET EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CORPNET DISCLAIMS ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE API, AND ALL MATERIALS, INFORMATION, USER CONTENT, SEARCH RESULTS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH CORPNET. CORPNET DISCLAIMS ALL WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE BY CORPNET.
Limitation of Liability. CorpNet’s liability shall be limited in all cases to only those amounts paid to CorpNet by a Licensee and its customers. CorpNet reserves the right in its sole discretion to expand or reduce the functionality of the API, or to discontinue the API, at any time in its sole discretion. CorpNet shall attempt to provide reasonable notice in the event of any such action but assumes no obligation to do so.
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CORPNET SHALL NOT BE LIABLE ON ANY CLAIM IN WHOLE OR IN PART ARISING FROM OR RELATED TO THE USE OF, MISUSE OF, OR RELIANCE ON THE API OR THE CORPNET SERVICES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CORPNET NOR ANY OF ITS SHAREHOLDERS, SUBSIDIARIES, DIRECTORS, OFFICERS, INDEPENDENT CONTRACTORS, AGENTS, OR EMPLOYEES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, IN WHOLE OR IN PART ARISING FROM OR RELATED TO THE API OR ANY SERVICES OR CONTENT PROVIDED BY CORPNET. THIS LIMITATION APPLIES TO CLAIMS BASED ON CONTRACT, TORT, STATUTE, EQUITY, OR ANY OTHER THEORY, EVEN IF CORPNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, AND LOST DATA.
Termination. Either party may terminate this Agreement at any time. 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 CorpNet’s Confidential Information, and shall so certify to CorpNet that such actions have occurred. The provisions of this Agreement concerning Restrictions, Proprietary Rights, Confidentiality, Indemnity, Disclaimer of Warranties, and Limitation of Liability, 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, and 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 API in violation of any such restrictions, laws or regulations. By downloading or using the API, 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.
General. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. All disputes arising in connection with this Agreement shall be within the sole and exclusive jurisdiction and venue of the state and Federal courts for Ventura County, California, subject to any arbitration agreement between the parties. 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. If any term of this Agreement is held to be unenforceable, this Agreement shall otherwise remain in full force and effect and enforceable. CorpNet 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 to CorpNet at firstname.lastname@example.org, and to Licensee at the email address Licensee provides to CorpNet. This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties with respect thereto. This Agreement may only be modified by a written document executed by the parties hereto.