API LICENSE AGREEMENT
This Bynapse API License Agreement (“Agreement”) governs the implementation and use of the Bynapse APIs and API Specification to allow a Software Application to interoperate with Bynapse provided API Solutiona for internal development or testing purposes. If You are entering into this Agreement on behalf of an organization, you represent You have the authority to bind Your organization to this Agreement. If You do not have that authority, or if You do not agree with the terms of this Agreement, you may not implement the Bynapse APIs or use the API Specification. By clicking a button denoting acceptance of this Agreement, or by implementing, downloading or otherwise accessing the Bynapse APIs, you agree to be legally bound by the terms of this Agreement. This Agreement is effective between You and Bynapse, Inc. (“Bynapse”) as of the date of Your acceptance. You and Bynapse are each individually referred to herein as a “Party,” and collectively as “Parties.”
“API Limits” means restrictions (e.g., rate limits and concurrency limits) to Your API calls as described on the Bynapse Developer website substantially described at: http://developers.Bynapse.com/documentation/rest/.
“Application Programming Interface” or “API” means a collection of routines, classes, function parameters, protocols, webhooks, related libraries and other instructions provided in Source Code or Object Code form.
“API Specification” means a written description or definition of the routines, classes, function parameters, protocols, webhooks, related libraries and other instructions that allow a Software Application to interoperate with the Bynapse Solution, and as substantially described at: http://developers.Bynapse.com/documentation/rest/.
“Feedback” means suggestions or comments provided by You to Bynapse that are related to Bynapse products (e.g., Bynapse APIs or the Bynapse Solution).
“Forking” mean the act of creating a distinct and/or separate set of APIs that are based upon, derived from, or a modification of the Bynapse APIs.
“Bynapse API” means a collection of routines, classes, function parameters, protocols, related libraries, tools and other instructions provided in Source Code or Object Code form that allow access to or interoperability with the Bynapse Solution by a Software Application, as substantially described and made available at: http://developers.Bynapse.com/documentation/rest/.
“Bynapse Solution” means a service or services made available to You through the Bynapse APIs and substantially described at: http://www.Bynapse.com/software/.
“Object Code” means Source Code that has been interpreted, compiled or otherwise translated into a machine-readable form.
“Software Application” means software authored by You in Object Code or Source Code form that accesses or otherwise interoperates with the Bynapse Solution via the Bynapse APIs.
“Source Code” means computer code in a human readable form and as such computer code that has not been interpreted or compiled.
“Use” means a right to perform or reproduce (as defined under 17 U.S.C. § 101 et seq.) or other applicable copyright statute but does not include any right of sublicense or distribution.
“You” or “Your” means you, the person entering into this Agreement or, if you are entering into this Agreement on behalf of an organization (or implementing the API Specification and associated Bynapse APIs on behalf of or in a product owned or licensed by an organization), that organization.
- Licenses and Restrictions
- Bynapse API License. Subject to the provisions of this Agreement, Bynapse grants You a world-wide, revocable, non-exclusive license, under Bynapse copyrights, to Use the Bynapse APIs to facilitate the interoperability of the Bynapse Solution and the Software Application solely for internal development or testing purposes. You are granted this license provided that You adhere to the API Limits as a condition to receiving this license, and that You do not attempt to circumvent any such API Limits. You may, but have no obligation to, create a Software Application.
- Bynapse API Specification License. Bynapse grants You a world-wide, non-exclusive, royalty-free, revocable license, under Bynapse copyrights, to Use the API Specification to enable interoperability between the Software Application and the Bynapse Solution.
- Feedback License to Bynapse. If You provide Feedback to Bynapse, You grant to Bynapse all legal right, title and interest in the Feedback. Further, to the extent Bynapse requires the execution of one or more legal documents necessary to perfect these legal rights, You agree to execute all such documents for Bynapse.
- Bynapse API License Restrictions. Bynapse retains legal title to the Bynapse APIs under this Agreement, and You agree not to delete or alter any copyright (e.g., “© Bynapse, Inc.”) or other proprietary notices signifying Bynapse ownership of this legal title. Additionally, You agree to and acknowledge the following license restrictions: (i) no right to commercially perform, distribute, or use the Bynapse APIs (or sublicense any of the foregoing rights) is granted under this Agreement; (ii) in no event will you make available the Bynapse APIs in Source Code form to an end user or any other third party; (iii) none of the following rights are granted with respect to the Bynapse APIs: the right to distribute, publicly display, or to create derivatives (e.g., a superset or subset of the Bynapse APIs); and (iv) the Bynapse APIs shall not be used to access a service other than the Bynapse Solution. Bynapse may limit the number and/or frequency of API requests to the Bynapse Solution, or any use of the APIs that could damage, disable, overburden, impair or otherwise interfere with the Bynapse Solution. If You would like a commercial Bynapse API license to sublicense Bynapse APIs in combination with Your products (including Your Software Application) please visit http://launch.bynapse.com/ to learn about joining Bynapse Launch.
- API Specification License Restrictions. Bynapse retains legal title to the API Specification under this Agreement, and You agree not to delete or alter any copyright (e.g., “© Bynapse, Inc.”) or other proprietary notices signifying Bynapse ownership of this legal title. Further, you agree to the following license restriction: You shall not make an unreasonable number of reproductions of the API Specification. Further, for avoidance of doubt, no right to: (i) distribute; (ii) sublicense; (iii) publicly display; or (iv) create derivatives of the API Specification is granted to You hereunder.
- Warranty, Disclaimer, Indemnity, and Limitation of Liability
- Forking. You represent and warrant that You have not and will not engage in Forking or otherwise attempt to modify or reverse engineer the Bynapse APIs. Further, You represent and warrant that You have not and will not distribute a set of APIs or a development kit that is based upon or otherwise a modification of, the Bynapse APIs, including being a subset or superset of the Bynapse APIs.
- Branding. You agree to follow or otherwise adhere to the Trademark Guidelines (found at: http://legal.Bynapse.com/legal-notices/Trademark-and-Guidelines.pdf) pertaining to the use of Bynapse trademarks (registered or otherwise), logos, or word marks (collectively “Marks”) and the goodwill associated therewith. Further, you acknowledge that unless separately negotiated with Bynapse, no license (implied or explicit) to use the Marks and the goodwill associated therewith is provided herein.
- Disclaimer of Warranties. You acknowledge THAT the Bynapse APIs AND THE API SPECIFICATION are provided “AS IS,” without warranty of any kind, and may not be functional on any machine or in any environment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BYNAPSE DISCLAIMS ALL WARRANTIES RELATING TO THE BYNAPSE SOLUTIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Bynapse makes no representations or warranties regarding the suitability of the Bynapse APIs OR THE API SPECIFICATION for your intended requirements or purposes, including for use with Your Software Application. Further, Bynapse makes no representations or warranties regarding the integrity of data that You TRANSMIT, transfer, store, obtain or receive through use of the Bynapse APIs. Bynapse is not obligated to maintain or support the Bynapse APIs, or to provide you with updates, fixes, or services related thereto. You assume all risk arising from use of the Bynapse APIs, including, without limitation, the risk of damage to Your computer system, Software Application, the corruption or loss of data, and compliance with ALL applicable laws and regulations (including laws and regulations related to privacy and data protection).
- Indemnity. You shall defend, indemnify and hold harmless Bynapse, its affiliates and their respective officers, directors, employees, agents and representatives from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from the Software Application. The Parties agree to comply with the following process when Bynapse seeks indemnification under this section and specifically that Bynapse is to:- (i) promptly give You written notice of the claim; (ii) give You sole control of the defense and settlement of the claim (provided that You may not settle any claim unless it unconditionally releases Bynapse of all liability); and (iii) provide You, at Your cost, all reasonable assistance.
- Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BYNAPSE BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (I) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; OR (II) ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES OR PROFITS; (III) ANY MATTER BEYOND ITS REASONABLE CONTROL; OR (IV) ANY AMOUNT IN THE AGGREGATE OVER $100.
- Confidentiality. As used herein, Confidential Information means: – (i) any Feedback that You provide to Bynapse pursuant to Section 2.C; and (ii) any Bynapse business or technical information that is disclosed to You in connection with this Agreement, including, but not limited to, any information relating to Bynapse plans, business opportunities, or research and development. Confidential Information excludes any information that- (a) is or becomes generally known to the public other than as a result of Your breach of this Agreement; (b) is rightfully known to You at the time of disclosure without restrictions on use or disclosure; (c) is independently developed by You, without access to or use of any Confidential Information; or (d) is rightfully obtained by You from a third party who has the right to disclose it and who discloses it without restrictions on use or disclosure. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party, other than a contractor who needs to know for the purposes of this Agreement and who agrees in writing to treat the Confidential Information on terms no less protective than this Agreement. You will be liable for any such contractor’s failure to treat the Confidential Information in accordance with this Agreement. You will not use Confidential Information, except as necessary for the performance of this Agreement.
- Term and Termination
- Term. This Agreement will commence on the date You implement the Bynapse APIs or the API Specification and will continue until terminated as provided in Section(s) 5.B or Section 5.C.
- Termination for Convenience. Bynapse may terminate this Agreement for any reason with thirty (30) days’ advance notice to You. Bynapse may, in its sole discretion, reinstate Your ability to Use the APIs or API Specification. You may terminate the Agreement at any time by ceasing to Use the Bynapse APIs, the API Specification, and disabling Your Software Application’s ability to Use the Bynapse APIs.
- Termination for Breach. Bynapse may terminate this Agreement immediately upon written notice if You breach this Agreement. Bynapse may, at its sole discretion, reinstate Your ability to Use the APIs or API Specification if You demonstrate that You have remedied any such breach.
- Emergency Suspension. If Bynapse becomes aware of a situation where Your use of the Bynapse APIs may unduly disrupt its delivery of the Bynapse Solution to third parties (e.g., customers of Bynapse) generally, or if Bynapse detects unauthorized third-party access to the Bynapse Solution (collectively referenced herein as an “Emergency”), Bynapse may immediately suspend the offending use (and any rights licensed under this Agreement that enable such use). Any such suspension shall be to the minimum extent and duration needed to respond to the Emergency. At its sole discretion, Bynapse may reinstate the use (and any rights granted in this Agreement that enable such a use) where the Emergency has been resolved.
- Survival Upon Termination. Upon termination of this Agreement, your licenses to the Bynapse APIs, and the API Specification under Sections 2.A (Bynapse API License) and 2.B (Bynapse API Specification License) shall immediately terminate. Notwithstanding the foregoing, Sections 2.C (Feedback License to Bynapse), 3 (Warranty, Disclaimer, Indemnity, and Limitation of Liability), 4 (Confidentiality), and 6 (Miscellaneous) will survive any termination of this Agreement.
- Injunctive Relief. You acknowledge a violation of this Agreement may cause irreparable harm to Bynapse that is not adequately compensable by monetary damages. In addition to other relief, You agree that temporary and permanent injunctive relief may be an appropriate remedy to prevent any actual or threatened violation hereunder.
- No Support. Unless otherwise agreed to in writing, Bynapse shall not be responsible for providing any support, maintenance, or other services (or level of service) to You or a user of the Software Application for the Bynapse APIs.
C. Export Laws. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Bynapse APIs nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
- Integration; Order of Precedence. Unless otherwise agreed to in writing between the Parties, this Agreement constitutes the entire agreement and supersedes any prior agreements (including a Bynapse Application Programming Interface License Agreement), and any prior or contemporaneous understandings, representations and other communications (whether written or oral) between the Parties regarding the subject matter hereof. This Agreement may not be amended or modified except by a writing signed by both Parties hereto. The terms of this Agreement shall supersede and control over any conflicting or additional terms and conditions of any order, acknowledgement, or confirmation or other document issued by You, unless the Parties mutually agree in writing that such terms and conditions shall modify, supersede and control in the event of any inconsistency with this Agreement.
- Severability. If any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision will be interpreted so as reasonably to effect the intent of the Parties.
- Force Majeure. If either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, internet service provider failures or delays, denial of service attacks, or other similar causes), the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that, the affected Party:- (i) provides the other Party with prompt notice of the nature and expected duration of the event; (ii) uses commercially reasonable efforts to address and mitigate the cause and effect of such event; (iii) provides periodic notice of relevant developments; and (iv) provides prompt notice of the end of such event.
- Press Release; References. Unless a written waiver has been agreed to between the Parties, neither Party will issue a public statement or press release regarding this Agreement without the prior consent of the other Party. Notwithstanding the foregoing, Bynapse, during the term of this Agreement, will be permitted to publicly list You as a customer and you hereby grant Bynapse a license to use Your standard logo for Bynapse promotional and marketing purposes in connection with this Agreement and your Software Application’s interoperation with the Bynapse Solution. Upon Bynapse prior written request, you will cooperate with Bynapse to prepare a written description of Your use of the Bynapse Solutions or Bynapse APIs, and Bynapse may provide such description to other prospective customers. Bynapse will follow brand usage requirements concerning use of your logo if any are provided to Bynapse by You.
- Bynapse Right of Modification. At Bynapse discretion, Bynapse may modify the terms of this Agreement upon thirty (30) days’ notice to You. If You continue using Bynapse APIs after the date such modifications become effective, you will be deemed to have accepted the modifications. If you do not wish to accept such modifications, you may terminate this Agreement in accordance with Section 5.B.
- Assignment. You may assign this Agreement in its entirety, whether by operation of law or otherwise, with the prior written consent of Bynapse (not to be unreasonably withheld). Any attempt to assign Your rights or obligations under this Agreement in breach of this section will be void and of no effect. Bynapse may assign this Agreement in its entirety whether by operation of law or otherwise without Your prior written consent.
- Implied License and Estoppel. Nothing in this Agreement shall be construed as granting a license via the doctrines of Implied License or Legal Estoppel to rights beyond what is expressly granted under this Agreement. Further, nothing in this Agreement shall be deemed a waiver of Bynapse intellectual property rights in the Bynapse Solution, or other Bynapse technologies. These intellectual property rights are reserved to Bynapse. Through agreeing to the terms of this Agreement, you acknowledge that You are only licensed to the rights expressly enumerated in this Agreement and that the actions of the parties and/or the consideration granted under this Agreement is solely for these rights and for no others.
- Governing Law; Notices.
This Agreement shall be governed by the laws of the Province of Quebec without regard to choice or conflicts of law rules. The exclusive jurisdiction and venue for any legal matter related to this Agreement shall be either the Superior Court for Montreal, Quebec, or the Quebec Superior Court. Notices under this Agreement must be in writing and are deemed to have been given upon (i) personal delivery, (ii) the third business day after mailing, (ii) the first business day after sending by email. Notices to Bynapse must be addressed to: “Application Programming Interface License Agreement” and Bynapse, Inc., 280 Ouimet, ile Bizard, QC, H9C 1S2.