API LICENSE TERMS & CONDITIONS

Published: January 1, 2021

These API License Terms & Conditions (“T&Cs”) are incorporated by reference into one (1) or more API License Schedules (each a “Schedule”) between Licensor and Licensee (each party defined in the Schedule) as though set forth in full. A license agreement (“Agreement”) shall consist of (i) these T&Cs and (ii) a Schedule and its Attachment(s). All capitalized terms are defined in these T&Cs or in the applicable Schedule. Licensee and Licensor agree:

1. License. 
   1. License Grants. Subject to and conditioned on Licensee's payment of Fees and compliance with the Agreement, Licensor hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (i) use the API solely for the purposes of internally developing the Applications that will communicate and interoperate with the Licensor Offering; and (ii) if permitted in the Schedule, display certain Licensor Marks in compliance with usage guidelines that Licensor may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services. “API” means the API listed in the Schedule, the related API documentation made available to Licensee by Licensor from time to time, including, without limitation, through its Website, and any updates, bug fixes, patches, or other error corrections to the API (“Updates”).
   2. Use Restrictions. Licensee shall not use the API or if applicable, any Licensor Mark for any purposes beyond the scope of the license granted in the Agreement. Without limiting the foregoing and except as expressly set forth in the Agreement, Licensee shall not at any time, and shall not permit others to: (i) copy, modify, or create derivative works of the API, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (iv) remove any proprietary notices from the API; (v) use the API 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; (vi) combine or integrate the API with any software, technology, services, or materials not authorized by Licensor; (vii) design or permit the Applications to disable, override, or otherwise interfere with any Licensor-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (viii) use the API in any of the Applications to replicate or attempt to replace the user experience of the Licensor Offering; or (ix) attempt to cloak or conceal Licensee's identity or the identity of the Applications when requesting authorization to use the API. 
   3. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the API.
2. Licensee Responsibilities.
   1. Use of API. Licensee is responsible and liable for all uses of the API resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Licensee's end users in connection with the Application and their use of the API, if any. Any act or omission by Licensee's end user that would constitute a breach of the Agreement if taken by Licensee will be deemed a breach of the Agreement by Licensee. Licensee shall take reasonable efforts to make all of Licensee's end users aware of the Agreement's provisions as applicable to such end user's use of the API and shall cause end users to comply with such provisions.
   2. API Key. Upon execution of a Schedule, Licensor will provide Licensee with a security key to access the API (“API Key”). Licensee may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as Licensee's sole means of accessing the API. The API Key may be revoked at any time by Licensor.
   3. Compliance. Licensee shall comply with all terms and conditions of the Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on the Website from time to time. Licensee shall monitor the use of the Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of the Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Applications from further use of the Applications. Licensee is solely responsible for posting any privacy notices and obtaining any consents from Licensee's end users required under applicable laws, rules, and regulations for their use of the Applications.
   4. IP Protection. Licensee will use commercially reasonable efforts to safeguard the API, and if applicable the Licensor Marks, (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee will promptly notify Licensor if Licensee becomes aware of any infringement of any intellectual property rights in the API, or if applicable the Licensor Marks and will fully cooperate with Licensor in any legal action taken by Licensor to enforce Licensor's intellectual property rights. 
   5. Use of Licensor Marks.  All use by Licensee of the Licensor Marks, if any, will comply with any usage guidelines that Licensor may specify from time to time. Licensee agrees that Licensee's use of the Licensor Marks in connection with the Agreement will not create any right, title, or interest in or to the Licensor Marks in favor of Licensee and all goodwill associated with the use of the Licensor Marks will inure to the benefit of Licensor.
3. Licensor Obligations. 
   1. No Support. Unless specifically stated in a Schedule, the Agreement does not entitle Licensee to any support for the API.
   2. Updates. During the Term, Licensor shall provide Licensee, at no additional charge, all Updates, each of which are a part of the API and are subject to the Agreement. Licensee acknowledges that Licensor may require Licensee to obtain and use the most recent version of the API. Updates may adversely affect how the Applications communicate with the Licensor Offering. Licensee is required to make any changes to the Applications that are required for integration as a result of such Update at Licensee's sole cost and expense.
4. Fees & Expenses. 
   1. Fees. Licensee shall pay Licensor the Fees set forth in the Schedule without offset or deduction. Licensee shall make all payments hereunder in US dollars on or before the Due Date(s) set forth in the Schedule. Except as specifically stated in a Schedule, there are no refunds. API license prices are subject to change and prices established on the Schedule may change for future licenses of the same or similar type of license. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: (i) Licensor may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) Licensee shall reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days following written notice thereof, Licensor may prohibit access to the API until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access to the API.
   2. Taxes and Duties.  All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor's income. Licensee is responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted to Licensee, or Licensee’s use of the API.
5. Confidential Information. 
   1. Obligations. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 
   2. Collection and Use of Information. Licensor may collect certain information through the API or the Licensor Offering about Licensee or any of Licensee's employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Licensor Offering, Licensee consents to all actions taken by Licensor with respect to Licensee's information in compliance with the then-current version of Licensor's privacy policy and data protection requirements, available on Licensor’s public website. 
6. Intellectual Property Ownership. 
   1. Ownership. Licensee acknowledges that, as between Licensee and Licensor, (a) Licensor owns all right, title, and interest, including all intellectual property rights, in and to the API, the Licensor Offering, and the Licensor Marks and (b) Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Applications, excluding the aforementioned rights in Subsection (a). 
   2. Feedback. If Licensee or any of Licensee's employees, contractors, and agents sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the API and/or the Licensor Offering, 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. Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of Licensee's employees, contractors, and agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to Licensee or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
7. Termination, Expiration or Revocation of License. 
   1. Licensor’s Rights. Licensor may immediately terminate or suspend this Agreement, any rights granted herein, and Licensee's licenses under this Agreement, in Licensor's sole discretion, at any time and for any reason, by providing notice to Licensee or revoking access to the API, and if applicable Licensor Marks. This Agreement will terminate immediately and automatically without any notice if Licensee violates any of the terms and conditions of this Agreement.
   2. Licensee’s Rights. Licensee may terminate this Agreement for convenience for any reason or no reason upon written notice to Licensor.
   3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to Licensee under this Agreement will also terminate and Licensee must cease using, destroy, and permanently erase from all devices and systems Licensee directly or indirectly controls all copies of the API and if applicable the Licensor Marks. 
   4. Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. 
8. Disclaimers of Warranties and Limitation of Liability.
   1. DISCLAIMERS OF WARRANTIES. THE API IS PROVIDED "AS IS" AND LICENSOR SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF LICENSEE'S 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. 
   2. LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE 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, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID BY LICENSEE TO LICENSOR EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN SIX (6) MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. 
9. Indemnification & Insurance.
   1. Indemnification. Licensee agrees to indemnify, defend, and hold harmless the Licensor Parties (identified in the Schedule) 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 legal fees, arising from or relating to (a) Licensee's use or misuse of the API, or if applicable Licensor Marks, (b) Licensee's breach of this Agreement, and (c) the Applications, including any end user's use thereof. In the event Licensor seeks indemnification or defense from Licensee under this provision, Licensor will promptly notify Licensee in writing of the claim(s) brought against Licensor for which Licensor seeks indemnification or defense. Licensor reserves the right, at Licensor's option and in Licensor's sole discretion, to assume full control of the defense of claims with legal counsel of Licensor's choice. Licensee may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Licensor or bind Licensor in any manner, without Licensor's prior written consent. In the event Licensor assumes control of the defense of such claim, Licensor will not settle any such claim requiring payment from Licensee without Licensee's prior written approval.
   2. Insurance. During the Term, Licensee shall maintain, solely at its own expense, and shall provide a Certificate of Insurance showing evidence of, commercial general liability insurance coverage, including personal injury, bodily injury, property damage and advertising injury coverage, and Errors and Omissions / Professional Liability (E&O) for intellectual property claims and lawsuits of at least the minimum amounts listed in the Schedule  The Licensor Parties listed in the Schedule shall be named as additional insureds in the aforementioned policy with respect to activities arising out of or related to the Agreement:  Such insurance shall be primary and non-contributory to any insurance carried by the Licensor Parties.  
10. Miscellaneous Terms.
    1. Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. 
    2. Export Regulation. The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall 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 available outside the US.
    3. Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations under this Agreement, would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    4. Governing Law. This Agreement will be governed in all respects by the laws of the State of Florida, without reference to its laws relating to conflicts of law. Any disputes arising from the Agreement or its enforceability shall be settled by binding arbitration to be held in Orlando Florida. The United Nations Convention on Contracts for the International Sale of Goods does not govern the Agreement. The non-prevailing party agrees to reimburse the party found to have prevailed in any action or proceeding for its reasonable outside legal fees, costs and disbursements if a party is successful in enforcing any of its rights under the Agreement including, without limitation, in connection with any action to collect payment.
    5. Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
    6. Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of the Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.
    7. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Licensee has not relied on any statement, representation, warranty, or agreement of any person on Licensor's behalf, except for the representations, warranties, or agreements expressly contained in the Agreement.  This Agreement, including the Schedule, contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties.