API License Agreement
This API License Agreement (this “Agreement”) is a binding contract between you on your own behalf and on behalf of the entity (”you” or “your”) that has entered into a corresponding Referral Agreement with the Company (the “Referral Agreement”), and Invoice Cloud, Inc. (”Company,” “we,” or “us”). This Agreement governs your access to and use of the Invoice Cloud application programming interface.
BY AGREEING TO THIS AGREEMENT, OTHERWISE ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY ACCESSING OR USING THE API,]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.
(a) ”API” means the Invoice Cloud application programming interface, any API Documentation or other API materials made available by Company, as directed by the Company .
(b) ”API Documentation” means the API documentation described at Company URL from time to time.
(c) ”API Key” means the security key Company makes available for you to access the API.
(d) ”Company Marks” means Company’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement
(e) ”Company Offering” means Invoice Cloud platform offering described in the Referral Agreement.
(f) “Company URL” means the Company web page located at invoicecloud.net.
(g) ”Your Application(s)” means web or other software services or applications developed by you to interact with the API.
- License Grant. 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[: (a)] use the API solely for your internal business purposes in developing Your Application(s) that will communicate and interoperate with the Company Offering[; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time 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 or any Company Mark for any other purpose without our prior written consent or without the appropriate license key as directed by Invoice Cloud. Any such consent may be revoked at any time by Invoice Cloud.
- Use Restrictions. Except as expressly authorized under this Agreement, you may not:
(a) copy, modify, or create derivative works of the API, in whole or in part;
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
(c) 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;
(d) remove any proprietary notices from the API;
(e) 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;
(f) combine or integrate the API with any software, technology, services, or materials not authorized by Company;
(g) design or permit Your Application(s) to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(h) use the API in any of Your Application(s) to replicate or attempt to replace the user experience of the Company Offering; or
(i) attempt to cloak or conceal your identity or the identity of Your Application(s) when requesting authorization to use the API.
You and Your Applications shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on Company URL from time to time. In addition, you will not use the API 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.
- Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules and regulation or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest, in or to the Company Marks in favor of you and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.
- No Support; Updates. This Agreement does not entitle you to any support for the API. You acknowledge that we may update or modify the API 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(s). You are required to make any such changes to Your Applications that are required for integration as a result of such Update at your sole cost and expense. Updates may adversely affect how Your Applications communicate with the Company Offering. Your continued use of the API following an Update constitutes binding acceptance of the Update.
- No Fees. Except as otherwise provided in the Referral Agreement, You 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 and the Referral 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 at any time.
- Collection and Use of Your Information. We may collect certain information about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering, you consent to all actions taken by us with respect to your information.
- 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, the Company Offering, and the Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Application(s), excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API 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[ 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, the Company 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. 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 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, 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, (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, IN THE AGGREGATE, IN EXCESS OF [FIFTY DOLLARS/[OTHER NOMINAL AMOUNT]] 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 [TIME PERIOD] AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
- Term and Termination. The term of this Agreement commences when you agree to this Agreement or access the API or otherwise acknowledge your acceptance of this Agreement 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, by providing notice to you or revoking access to the API and Company Trademarks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. 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 and Company Trademarks. 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 may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You 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. You 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.
- Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You shall be notified of modifications through [notifications or posts on the Company URL. You will be responsible for 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 Commonwealth of Massachusetts 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 Commonwealth of Massachusetts.
- 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 Company URL 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. 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.
Vers 1.2 January 2020