API Guide License Agreement
Last Modified: August 19, 2019
This API Guide License Agreement (this “Agreement“) is a binding contract between you (“you” or “your“) and Nexsys Technologies LLC. (“Company,” “we,” or “us“). This Agreement governs your access to and use of the Clear Sign Partner API Guide.
BY ACCESSING OR USING THE CLEAR SIGN PARTNER API GUIDE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API GUIDE OR THE API.
- “API” means the Clear Sign application programming interface and any API Documentation or other API materials made available by Company.
- “API Documentation” means the Clear Sign Partner API Guide and/or any other documentation that may be provided by Company, or posted to the website located at https://docs.api.nexsysclearsign.com/, which may be updated from time to time in Nexsys’ sole discretion.
- “Company Marks” means Company’s proprietary trademarks, trade names, branding, or logos contained within the API Documentation and/ or made available for use in connection with the API Documentation, pursuant to this Agreement.
- “Company Offering” means Company’s API Documentation, and/or any software described at https://docs.api.nexsysclearsign.com//the technology and application software made available by Company on a hosted basis as listed and described at https://docs.api.nexsysclearsign.com/.
- “Your Applications” means any applications planned for development, in progress of development, and/or developed by you using the API Documentation for the purpose of interacting with the API.
- License Grant[s]. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to access and use the API Documentation solely for your internal business purposes in developing Your Applications that will communicate and interoperate with any Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API Documentation, the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API Documentation, the API or any Company Mark for any other purpose without the prior written consent of the Company. You acknowledge that access to the API Documentation does not guarantee access to the API, and that Company makes no guarantee of such access, and Nexsys will not be held liable for any costs whatsoever that are incurred by you, including but not limited to; development costs, technology costs, business costs, or damages associated with use of the API documentation, or as a result of denial of access to the API. You must obtain the expressed written permission of company, to use and access the API. You may not share your access with any third party, must keep your log-in information for access to the API secure, and must only use the prescribed manner of access designated by Company as your sole means of accessing the API. Your access to the API may be revoked at any time by Company, for any reason, as determined appropriate in Company’s sole discretion.
- Use Restrictions. Except as expressly authorized under this Agreement, you may not:
- copy, modify, or create derivative works of the API Documentation, or the API (if granted access), in whole or in part;
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API Documentation, or API(if granted access);
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API(if granted access), in whole or in part;
- remove any proprietary notices from the API Documentation, or the API(if granted access);
- use the API Documentation or the API (if granted access) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
- combine or integrate the API (if granted access) with any software, technology, services, or materials not authorized by Company;
- design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
- use the API (if granted access) in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering; or
- attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API Documentation or the API (if granted access).
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements. In addition, you will not use the API Documentation or the API (if granted access) in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
- No Support; Updates. This Agreement does not entitle you to any support in regard to the API Documentation or your ensuing use of the Documentation for your internal business purposes. You acknowledge that we may update or modify the API Documentation from time to time and at our sole discretion (in each instance, an “Update“), and may require you to obtain and use the most recent version of the API Documentation. Updates may adversely affect how Your Applications communicate with the Company Offering. You are solely responsible to make any changes to Your Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API Documentation following an Update constitutes binding acceptance of any and all available Updates.
- No Fees. You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API Documentation and API at any time.
- Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API Documentation, the API, and any Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API Documentation and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API Documentation and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. [If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API Documentation or the API, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
- Disclaimer of Warranties. THE API DOCUMENTATION IS PROVIDED “AS IS” AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API GUIDE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
- Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the API GUIDE, (b) your breach of this Agreement, and (c) Your Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
- Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
- Term and Termination. The term of this Agreement commences when you access the API Documentation and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason without notice to you or may revoke access to the API Guide. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the API Guide. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API Guide. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company’s rights or remedies at law or in equity.
- Export Regulation. The API Guide and /or API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the API Guide to, or make the API Guide or API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API Guide or API available outside the US.
- [US Government Rights. The API Guide and API are individually a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API Guide and API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
- Modifications. You acknowledge and agree that Company has the right, in its sole discretion, to modify this Agreement from time to time, with or without notice to you. You will be responsible for monitoring and checking for updates and reviewing and becoming familiar with any such modifications.
- Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the courts of the State of Michigan, in each case located in the city of Detroit and County of Wayne, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at www.Nexsystech.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API Documentation. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.