This API License Agreement (this "Agreement") is a binding contract between you ("you" or "your") and Verdigris Technologies Inc. ("Company," "we," or "us"). This Agreement governs your access to and use of the Verdigris Insights application programming interface.
"API" means the Verdigris Insights application programming interface and any API Documentation or other API materials made available by Company, including those available at https://verdigris.co.
"API Documentation" means the API documentation provided or made available by Verdigris, including those described at https://app.verdigris.co/docs from time to time.
"API Key" means the security key Company makes available for you to access the API.
"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.
"Company Offering" means the technology and application software provided or made available by Company on a hosted basis.
"Your Application(s)" means web or other software services or applications developed by you to interact with the API.
Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you permission during the term of the Agreement to access the API solely for your internal business purposes in developing Your Application(s) that will communicate and interoperate with the Company Offering. You shall display certain Company Marks in the manner instructed by Company and in compliance with usage guidelines that we may specify from time to time. 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. In order to use and access the API, you must obtain an API Key through the registration process specified by Verdigris. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.
Except as expressly authorized under this Agreement, you may not:
copy, modify, or create derivative works of the API, in whole or in part
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
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;
remove any proprietary notices from the API;
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;
combine or integrate the API with any software, technology, services, or materials not authorized by Company;
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;
use the API in any of Your Application(s) 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 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 provided by Verdigris 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.
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.
You shall pay the fees set forth on the confirmation page for any purchase you make through the Company Offering or as set forth in any purchase order or invoice sent to you by Company. For any recurring payments, you hereby authorize Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you pay by credit card, you will be responsible for any credit card or other associated fees. If Company chooses to bill through invoice, you shall pay the amounts set forth on the applicable invoice within 30 days of the invoice receipt date. Unpaid invoices are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
We may inspect or appoint an auditor to inspect your systems and records relevant to this Agreement and other materials as may be required to verify or determine your compliance with its obligations hereunder during regular business hours, upon reasonable advance notice. The cost of any such audit shall be paid for by us unless material non-compliance is found, in which case you shall pay us for the costs associated with the audit.
Collection and Use of 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 Offerings, and the Company Marks (collectively, “Company Intellectual Property”) 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 Company Intellectual Property (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 Company Intellectual Property 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 Company Intellectual Property, 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.
You retain your rights in the data you provide to Company (“Customer Data”) as part of the provision of the Services. You hereby grants Company a worldwide, non-exclusive, perpetual, royalty-free, irrevocable and non-terminable license to use the Customer Data to deliver and improve the Company Offerings. Except to the extent that Company is required to disclose Customer Data by law, Company may disclose Customer Data only on the condition that and to the extent that such Customer Data has been rendered anonymous, e.g., de-identified or aggregated with other customer data.
Disclaimer of Warranties.
THE API AND COMPANY MARKS ARE 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 COMPANY TRADEMARKS], 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.
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 attorneys' fees, arising from or relating to a your use of the API or Company Trademarks, (b) your breach of this Agreement, and (c) Your Applications. 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 ONE HUNDRED DOLLARS ($100) 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.
Term and Termination.
The term of this Agreement commences on the Effective Date set forth in the applicable purchase order or, if no date is specified, when you access the API and will continue in effect for one (1) year (“Initial Term”). At the end of the Initial Term, unless as otherwise specific in the applicable purchase order, this Agreement shall renew automatically for successive one (1) year terms (each, a “Renewal Term”, and together with the Initial Term, the “Term”) 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. You may terminate this Agreement at any time by ceasing your access to and use of the API and Company Trademarks. 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.
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.
US Government Rights.
The API is 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 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.
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement. You shall be notified of modifications through notifications or posts on http://verdigris.co. You will be responsible for reviewing and becoming familiar with any such modifications. However, any changes to the dispute resolution provisions set out in Section 17 will not apply to any disputes for which the parties have actual notice on or before the date the modification is made available to you.
Governing Law and Arbitration.
This agreement is governed by and construed in accordance with the internal laws of the State of California 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 California. Any disputes, controversies and claims arising out of or relating to this Agreement that are not resolved by good faith negotiation between the parties shall be settled and determined by binding arbitration in Santa Clara County, California before a panel of one (1) arbitrator pursuant to the Commercial Rules of the American Arbitration Association. Each party shall have no more than three (3) days to present its case to the arbitrator. Judgment upon the award rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrator shall have the power to award damages. Notwithstanding the foregoing, either party shall have the right at any time to seek injunctive relief from a court of competent jurisdiction.
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 firstname.lastname@example.org, and are deemed given upon confirmation of 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.