Company API License
BY INTERACTING IN ANY WAY WITH FRAME.IO, INC. (“COMPANY”) API, DATA OR SERVICES (AS DEFINED BELOW), YOU OR THE ENTITY THAT YOU REPRESENT ("YOU" or “ENTITY”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS LICENSE (“AGREEMENT”). IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO DO SO.
IF YOU DO NOT AGREE TO THESE TERMS OR ARE NOT AUTHORIZED TO BIND YOURSELF, YOU ARE NOT PERMITTED TO USE THE COMPANY API.
Grant of Licenses.
a. Company Services. Subject to the terms of this Agreement, Company grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right and license to access and use (i) the Company application programming interface, related documentation, tools and other product materials or information provided by Company to allow you to receive information from Company (the “Company API”) and (ii) all data and information created, received, processed or provided by Company through the Company API (the “Company Data”, and together with the Company API, the “Licensed Materials”), in each case, solely to allow for the creation of software applications (“Entity Applications”) that interface with Company products and services (the “Company Services”).
b. Company Trademarks. Subject to the terms of this Agreement, Company grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, worldwide, limited, royalty-free right and license to use, reproduce, display, and distribute the Company trademarks and service marks (the “Company Marks”) solely in connection with your licensed and authorized use of the Licensed Materials. You may not use the Company Marks in the titles or logos of Entity Applications or other products and services, or in any way that implies Company’s endorsement or sponsorship of, or false association with such Entity Applications. Company reserves the right to judge whether an Entity Application’s use of the Company Marks is acceptable. You shall comply with the Company branding requirements that may be provided to you from time to time. All use of the Company Marks shall inure to the benefit of Company.
c. Revocation. Company reserves the right to deny and/or revoke an Entity Application’s Company API access for any reason. Such reasons may include that such Entity Application’s keys have been compromised, published, or shared, or such Entity Application has been abusive or in violation of this Agreement.
d. Modifications. Company reserves the right, in its sole discretion to modify this Agreement at any time without notice. You shall be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon first posting or notification and your use of the Licensed Materials following any such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
e. Restrictions on Licensed Materials. Except as expressly and unambiguously authorized under this Agreement, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent such restrictions are prohibited by applicable statutory law), modify or alter, interfere with, disrupt or disable any part of the Licensed Materials or the Company Services, (ii) circumvent or attempt to circumvent any restrictions on access to or use of the Licensed Materials, Company Services or any of their constituent components, or (iii) otherwise use the Licensed Materials or the Company Services on behalf of any third party. Entity Applications must only interact with the Licensed Materials or the Company Services using these published API methods. You shall not work around any explicit Company API limitation using a series of non-API calls, even if such work-arounds are possible by avoiding use of the Company API. In addition, you shall comply with any limitations on the frequency of access, calls and use of the Company API as provided to you by Company from time to time. Company expressly reserves the right in its sole discretion to limit the number and/or frequency of Company API requests.
f. Restrictions on Use of Company Data. You shall not archive or resell the Company Data. You shall take commercially reasonable steps, compliant with applicable laws, rules and regulations, to protect the Company Data from unauthorized use, disclosure or access by third parties. You shall notify Company of any security issues you become aware of. You shall not create Entity Applications that use Company Data in any way that a reasonable person would likely deem inappropriate or otherwise unacceptable. Company reserves the right to decide whether an Entity Application’s usage of the Company Data is inappropriate.
a. Changes to the Company Services. You acknowledge that Company may change or republish APIs for any Company Services or features of the Company Services, or otherwise change such features from time to time, and that it is your obligation and responsibility to ensure that calls or requests you make to or via the Company Services are compatible with then-current Company API, interfaces and features of the Company Services. Company may attempt to inform you of any changes with reasonable notice so you can adjust your use of the Company Services, but Company is under no obligation to do so.
b. Non-Exclusivity. The rights granted by Company in this Agreement are nonexclusive and Company reserves the right to: (i) act as a developer of products or services related to any of the products that you may develop in connection with your use of the Company Services and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with your Entity Applications, each subject to paragraph 3 (Term and Termination) below.
c. Downtime and Suspensions. Your access to and use of the Licensed Materials and the Company Services may be interrupted for the duration of any scheduled, unscheduled, or unanticipated downtime, suspension or other unavailability of any portion or all of the Licensed Materials or the Company Services, for any reason and in Company’s sole discretion, including but not limited to: (i) as a result of power outages, system failures or other interruptions, (ii) for scheduled and unscheduled downtime to permit maintenance or modifications to the Licensed Materials or the Company Services, (iii) in the event of a denial of service attack or other attack or event that Company determines may create any risk to Company, you or any of Company’s customers or licensees, or (iv) in the event that Company determines that any Company Service is prohibited by applicable law or otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons. Company shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any downtime, suspension or other unavailability of the Licensed Materials or the Company Services.
d. No Misleading Users. You may not, under any circumstances mislead, confuse or cause misapprehension or confusion among users as to the features, functionality, origin, capabilities or other aspects of an Entity Application, the Company Services or the Licensed Materials, including through an Entity Application description. Entity Applications must accurately represent the data returned by the Company API. When applicable, you shall use the same nouns and verbs for objects and actions that are used in the Company Services. You shall make sure your users understand that Entity Applications are not official applications of Company or endorsed by Company in any way.
e. Entity Application and Support. You are solely responsible for any Entity Applications that make use of the Licensed Materials and the Company Services, including any data, text, images or content contained therein. You are solely responsible for providing all support and technical assistance to end users of the Entity Applications. You acknowledge and agree that Company has no obligation to provide support or technical assistance directly to your end users or to you and you shall not represent to any of its end users that Company is available to provide such support.
Term and Termination. This Agreement shall continue until terminated as set forth in this paragraph. Either party may terminate this Agreement, in whole or in part, for convenience at any time and for any reason without prior written approval, including but not limited to if you violate any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses and rights granted hereunder. Upon termination of this Agreement for any reason, you shall cease using, destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Licensed Materials. Paragraphs 4 (Ownership), 5 (Confidentiality), 6 (Warranty Disclaimer), 7 (Limitation on Liability), 8 (Indemnification) and 9 (Miscellaneous) shall survive termination of this Agreement.
a. Company Services. As between you and Company, the Company Marks, the Company Services and the Licensed Materials, and any and all content, documentation, code, data and related materials made available through the same, any and all data and information collected and/or derived from the same, and all intellectual property rights in and to all of the foregoing, are and shall at all times remain the sole and exclusive property of Company and its licensors and are protected by applicable intellectual property laws and treaties. Notwithstanding the foregoing, the Entity Applications and all intellectual property rights therein shall remain your sole and exclusive property.
b. Intellectual Property Notices. You may not remove, obscure, or alter any notice of any Company Mark, or any copyright notice, patent notice or other marking signifying an intellectual property or proprietary right appearing on [INSERT LINK] (the “Company Website”) or contained within the Licensed Materials or the Company Services.
c. Feedback. You agree to provide Company with comments concerning the Licensed Materials and the Company Services and your evaluation and use thereof, including bug reports, evaluations, proposed product integrations (and associated metrics and learnings) (“Feedback”). You agree that Company and its designees will be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use the Feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.
a. Definition. You agree that business, technical and financial information disclosed by Company, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of Company and its licensors (“Confidential Information”). Confidential Information does not include information that (i) is previously rightfully known to you without restriction on disclosure, (ii) is or becomes known to the general public, through no act or omission on your part, (iii) is disclosed to you by a third party without breach of any separate nondisclosure obligation, or (iv) is independently developed by you.
b. Restrictions. You hereby agree (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions you employ with respect to your own confidential materials), (ii) not to divulge any Confidential Information to any third person (except consultants acting on its behalf, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in this Agreement and (iv) 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 be bound in writing to similar confidentiality obligations. You acknowledge and agree that due to the unique nature of Company’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, Company shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law.
WARRANTY DISCLAIMER. THE LICENSED MATERIALS AND THE COMPANY SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS AND THE COMPANY SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHER, COMPANY DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE LICENSED MATERIALS AND THE COMPANY SERVICES WILL BE UNINTERRUPTED, ERROR FREE, VIRUS FREE OR SECURE.
LIMITATION OF LIABILITY. COMPANY AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF LOSS OR DAMAGE, (I) FOR ANY LOST PROFITS, LOSS OF USE, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (II) FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED, TO LOSS OF REVENUES AND LOSS OF PROFITS OR (III) FOR ANY AMOUNTS WHATSOEVER. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, COMPANY AND ITS LICENSORS SHALL HAVE ZERO AGGREGATE LIABILITY UNDER THIS AGREEMENT.
Indemnification. You agree that Company shall have no liability whatsoever for any use you make of the Licensed Materials or the Company Services. You agree to indemnify, defend and hold Company, its affiliates and licensors, each of their respective business partners, employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with (i) your use of the Licensed Materials, Company Services and/or Company Marks, (ii) any Entity Application, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of any Entity Application, (iii) your violation of any term or condition of this Agreement or (iv) you or your employees' or personnel's negligence or willful misconduct.
Miscellaneous. This Agreement shall be governed by and construed under the laws of the State of New York without giving effect to the principles of conflicts of law or the United Nations Conventions for the International Sale of Goods. The parties hereby agree that the sole and exclusive jurisdiction and venue for disputes arising in connection with this Agreement shall be the state and Federal courts located in New York, New York. Your notices under this Agreement and questions regarding this Agreement should be directed to Company by e-mail at email@example.com. 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. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is personal to you and you may not assign or transfer your rights for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without Company’s prior written consent. Any action or conduct in violation of the foregoing shall be void and without effect. Company expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. 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.