UAB “AB Exchange”
TERMS & CONDITIONS:
APPLICATION PROGRAMMING INTERFACES LICENSE AGREEMENT
If you have any questions about this Application Programming Interfaces License Agreement, please feel free to contact us by email at [email protected]
This Application Programming Interfaces License Agreement (hereafter referred to as “Agreement”) is a legal agreement between you (hereafter referred to as “you”, “Licensee”) and UAB “AB Exchange” (hereafter referred to as “We”, “Licensor”, “Company”) for the API delivered by Licensor to the Licensee.
Application Programming Interfaces (hereafter referred to as “API”) means Licensor’s platform technology and its related services, which may include source code, object code, software libraries, software tools, sample source code, published specifications and documentation (e.g., programmer guides, manuals and other information appropriate or necessary for use in connection with the API), and also any future, updated or otherwise modified version(s) thereof provided by Licensor to Licensee.
By installing, downloading, copying, interacting, or otherwise using the API, Licensee agrees to be and will be legally bound by the terms of this Agreement.
If Licensee does not agree to the terms and conditions of this Agreement, the Licensee’s use of API is prohibited.
The API is protected by national copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
In case this Agreement is presented in different languages, the text in English shall prevail.
The API is licensed to Licensee and its use is subject to the terms of this Agreement.
1. LICENSE AND OTHER RIGHTS
1.1. License. Subject to the terms and conditions of this Agreement we hereby grant Licensee a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use the API only and solely in conjunction with our Services and the associated API. Licensee shall have no right to distribute market and/or sell license or to otherwise transfer the API to any other party or to incorporate the API in or into any technology, product or software that is not associated with our Services. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title or ownership rights to the API, but only a right of limited use under the terms and conditions of this Agreement.
1.2. No sublicensing. Any license rights granted hereunder are granted exclusively to Licensee and shall not be sublicensed, transferred or assigned.
1.3. General Conditions and Restrictions. Licensee shall have no rights to any source code for any of the software in the API, except for the explicit rights to use the source code as provided to Licensee hereunder. Licensee may not reverse engineer, decompile, modify, disassemble or otherwise alter the API or any part thereof or otherwise reduce the API to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or applicable laws. When accessing or using our API, Licensee must comply with all of our security policies and procedures at all times.
1.4. Third Party Software. You acknowledge that the use of the API may necessitate the use of the development tools, a compiler, and/or additional software and/or technology of third affiliates or providers (hereafter referred to as “Third Party Software”), which may or may not be affiliated with Licensor. You are solely responsible for obtaining any warranted Third-Party Software and technology, as well as the necessary licenses for use. We make no representations or warranties whatsoever in connection with Third-Party Software and assume no obligation or liability to any Third-Party Software.
1.5. Trademark Ownership. All of Licensor’s trademarks and service marks, including its logo, are owned by the company UAB “AB Exchange” (hereafter referred to as “Marks”). You are granted a non-exclusive, non-transferable, non-sublicensable, non-assignable right to display the Marks on your site while this Agreement is in effect. We may change our trademarks and service marks, in such event, you agree to immediately remove any non-current Marks from your website. We may also revoke or terminate this limited grant at any time and for any reason. You use the Marks at your own risk. You hereby agree that you will not seek indemnity from us in case of a claim from a third party arising out of your use of the Marks. We make no representation nor do we warrant or agree to defend or hold you harmless from any such claim. We shall not be liable for any costs or damages (including attorneys’ fees) associated with claims made against you related to the Marks.
1.6. Uptime. We do not guarantee that the API (and/or Websites) will be available at any given time. We also reserve the right to limit the rate and usage of our API (and/or Websites) as appropriate.
1.7. Support. We will not provide any support for the API under this Agreement. Nothing herein shall be construed to require us to provide consultations, support services or updates, upgrades, bug fixes or modifications to the API.
1.8. Confidential Information means any non-public information disclosed by any party to another party that has been identified as confidential or which, by the nature of the information or the circumstances surrounding the disclosure ought reasonably to be treated as confidential.
2.1. You agree and understand that we may, in our sole discretion, change, suspend, discontinue, or terminate any aspect of our API, or case your access to the API, at any time and without notice.
2.2. We reserve the right to change the method of access to the API at any time to ensure the safety and security of its environment. In the event of degradation or instability of Licensor systems or in an emergency, you acknowledge and agree that we may, in our sole and absolute discretion, temporarily suspend your access to the API in order to minimize threats to and protect the operational stability and security of the Licensor system.
3.1. Each party shall treat Confidential Information as strictly confidential and use the same care a reasonable person would under similar circumstances. The parties agree not to use such Confidential Information except for the purposes set forth in the Agreement and shall disclose such Confidential Information only to those persons (a) whose duties justify their need to know such information and (b) who have been informed of their obligation to maintain the confidential status of such Confidential Information. The receiving party will promptly notify the disclosing party if the receiving party learns of any unauthorized possession, use or disclosure of the Confidential Information and will provide such cooperation as the disclosing party may reasonably request, at the disclosing party’s expense, in any litigation against any third parties to protect the disclosing party’s rights with respect to the Confidential Information.
3.2. Each party must hold the other party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information: (a) is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or (b) was approved for release in writing by the other party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.
3.3. Where Confidential Information is required by law to be disclosed to the government body or other person you shall immediately notify Licensor upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information.
3.3. This Article 3 shall remain in force for five years after the termination of this Agreement.
4. DATA PROTECTION
5. NO WARRANTY
5.1. The API and all documentation are provided “as-is” and “as available” and without any warranty from us. To the full extent permitted by law, the foregoing warranties and remedies are exclusive and are in place of any and/or all other warranties, terms and conditions, or conditions either express or implied, and either in fact or by operation of law; including warranties, terms and conditions, or conditions of merchantability, fitness and use for a particular purpose, satisfactory quality, correspondence with description, and non-infringement, all of which are expressly disclaimed. No advice or information, either written or oral obtained by the Licensee from us or from the API shall not create any warranty not expressly stated in this agreement and there is no other warranty provided. We do not warrant that the API and documentation are suitable for Licensee’s use, that the API or documentation are without defect or error-free, that we will correct any defect or errors now or in the future or that operation will be uninterrupted.
6. LIMITATION OF LIABILITY
6.1. Except for licensee’s indemnification obligations, under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this agreement, or their affiliates, officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any lost profits, lost sales or business, lost data, business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, or any other loss or damages incurred by such party or third party in connection with this agreement, the API or the services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
6.2. Licensor shall not be liable for any damages of any kind arising out of or relating to the use or the inability to use the API, its content or functionality,
6.3. Notwithstanding anything to the contrary in this agreement, our aggregate liability to the Licensee or any third party arising out of this agreement, shall in no event exceed one hundred euros.
6.4. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to the Licensee. In these jurisdictions, Licensor’s liability shall be limited to the lowest possible volume permitted by law.
7.1. The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way in connection with this Agreement.
7.2. This Article 7 shall remain in force for five years after the termination of this Agreement.
8.1. This Agreement and the license granted herein shall be deemed to be in effect upon the date on which Licensee commences to use of the API.
8.2. We reserve the right to terminate this Agreement at any time and for any reason in its sole and exclusive discretion. We will endeavour to provide advanced notice of any termination unless impracticable or unreasonable under the circumstances.
8.3. Upon termination of this Agreement, all licenses granted under this Agreement will immediately terminate unless such licenses are expressly prescribed to remain in force by this Agreement, or other agreements between Licensor and Licensee.
8.4. This Agreement will terminate automatically if Licensee fails to comply with any of the terms and conditions of this Agreement. In such cases, Licensee will be liable to Licensor and its suppliers for damages or losses caused by your non-compliance. The waiver by us of a specific breach or default shall not constitute the waiver of any subsequent breach or default.
9. GOVERNING LAW AND ARBITRATION
9.1. This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation shall be governed by, and construed in accordance with, the laws of the Republic of Lithuania.
9.2. Parties agree to arbitrate any dispute arising from this Agreement, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Parties agree to notify each other in writing of any dispute within thirty calendar days of when it arises. Notice to Licensor shall be sent to [email protected].
9.3. Any dispute, controversy, difference or claim arising out of or relating to the Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in the English language.
9.4. Other than class procedures and remedies discussed above, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, Parties will not commence against the other a class action, class arbitration or representative action or proceeding.
10.1. Assignment. Licensee shall not assign this Agreement or any interest or rights granted hereunder to any third party. A change of control or reorganization of Licensee pursuant to a merger, sale of assets or stock shall be deemed to be an assignment under this Agreement. This Agreement shall terminate immediately upon the occurrence of any prohibited assignment.
10.2. Waiver. No failure by either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights and no waiver of a breach in a particular situation shall be held to be a waiver of any other or subsequent breach.
10.3. Severability. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the other provisions of this Agreement shall remain in force.
10.4. Entire agreement. This Agreement represents the complete agreement concerning the API and any previous agreements, written or oral are void. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.