LICENSE AGREEMENT FOR EPOS API
This license agreement (“Agreement”) is a legally binding agreement between you (“Licensee” or “You”) and EPOS Group A/S, CVR-no. 39 82 02 42, Industriparken 27, 2750 Ballerup, Denmark (“Licensor”, “Us” or “We”).
1. BACKGROUND AND PURPOSE
1.1 The Agreement governs Your access to and use of the Licensor’s application programming interfaces (“API”), including, without limitation, any associated documentation, software code, or other materials made available to You by Licensor as well as any upgrade, updates and additions to all or any portion of the foregoing (the “Licensed Material”).
2.1 The Licensor (and its licensors) owns the Licensed Material and holds any and all rights, title, and interest to and in the Licensed Material.
2.2 Subject to the terms and conditions of this Agreement, the Licensor hereby grants You a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license to [use the Licensed Material to develop and complete Your application(s) (the “Application”)].
2.3 You will not, (i) reverse engineer, decompile, disassemble, or translate the Licensed Material, or otherwise attempt to derive source code, trade secrets or know-how in or underlying the Licensed Material or any portion thereof, except and only to the extent that such activity is expressly permitted by applicable law, (ii) interfere with, modify, disrupt or disable features or functionality of the Licensed Material, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms in the Licensed Material, (iii) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party except as expressly permitted herein, (iv) provide use of the Licensed Material on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the Licensed Material or "frame" or "mirror" the Licensed Material on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Licensed Material, or (v) use the Licensed Material for any illegal, unauthorized or other improper purposes.
3. DISTRIBUTIONS RIGHTS AND RESTRICTIONS
3.1 Upon completion of Your Application(s) using the Licensed Material, the Licensor hereby grants you a non-exclusive, worldwide, royalty-free license to use and distribute the Licensed Material as part of the Application(s), subject to the restrictions and requirements set out in this Agreement.
3.2 Rate Limits
3.2.1 You will not attempt to exceed or circumvent limitations on access, calls and use of the Licensed Material ("Rate Limits"), or otherwise use the Licensed Material in a manner that exceeds reasonable request volume or storage levels, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement. If you exceed or the Licensor reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the Licensed Material or the terms and conditions of this Agreement, then your ability to use the Licensed Material may be temporarily suspended or permanently blocked. The Licensor may monitor your use of the Licensed Material to improve its services and to ensure your compliance with this Agreement.
3.3 Use of trademarks
3.3.1 Subject to the Licensor’s prior written approval, You may use on a non-exclusive basis the Licensor’s business name, the name of the Licensor’s products, and associated logos (collectively, “Licensor Marks”) in Your Application, product documentation and marketing materials solely to identify the fact that Your Application is capable of supporting Licensor’s products and subject to Licensor’s Brand Guidelines. You may request approval of Your intended use of the Licensor Marks by submitting Your request with appropriate screen shots or other examples to firstname.lastname@example.org.
3.4 Restrictions on usage and distribution
3.4.1 The usage and distribution rights granted in this Section 3 are subject to the following restrictions: (a) your Application promotes or encourages the adoption, sales and/or use of Licensor products or services; (b) your Application does not use or access the Licensed Material for purposes of monitoring the availability, performance or functionality of any Licensor product or service or for any benchmarking or competitive purposes or aide or encourage others to do any of the foregoing; (c) you respect the privacy of the users of Licensor’s products and services and, to the extent that You or Your Application(s) collect or process personal information of users which originates from or relates to the use of Licensor’s products, you will be obligated to ensure that you can process such information on legitimate grounds ; (d) You do not transmit or distribute or encourage any third parties to transmit or distribute, any unsolicited emails or marketing materials to users of the Application(s), (e) except as provided in Section 3.3, you do not use the Licensor’s name or any trademarks, service marks or other similar marks of Licensor or suggest or state that Licensor has endorsed or sponsored your Application(s); and (f) You agree to not remove or alter any copyright, trademark or patent notices that appear in the Licensed Material and sample applications.
3.5.1 This Agreement grants You, a limited, nonexclusive license to make and use an unlimited number of copies of any documentation that is included within the Licensed Material, provided that such copies shall be used only in conjunction with the use of the Licensed Material with the license rights granted to you under this Agreement.
3.6.1 If Licensor believes, in its sole discretion, that You have attempted to exceed, circumvent, or otherwise bypass the rights and/or restrictions set forth in this Section 3, the Licensor may immediately and without prior notice, temporarily and/or permanently suspend or terminate Your rights under this Agreement. The Licensor may monitor Your use and compliance with the terms of this Agreement, and You agree to fully cooperate, at Your cost, with Licensor in any such evaluation.
4.1 You acknowledge that the Licensor may update or modify the Licensed Material from time to time in its sole discretion (“Updates”). You are required, at your own expense, to implement and use the most current version of the Licensed Material and to make any changes to your Application(s) that are required as a result of such Updates, noting that Updates may adversely affect the manner in which your Application(s) access or communicate with the Licensed Material. Your continued access or use of the Licensed Material following an Update will constitute binding acceptance of the Update.
5.1 You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”), which is confidential and proprietary to the Licensor. You may use this Confidential Information only as necessary in exercising Your rights under this Agreement. You may not disclose any Confidential Information to any third party without the Licensor’s prior written consent. You agree that you will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that You would use to protect Your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
5.2 In the event of any breach or threatened breach by Licensee, the Licensor may seek, in addition to any other legal remedies and monetary damages which may be available, such equitable relief as may be necessary to protect the Licensor against any such breach or threatened breach, including, without exception, any injunctive relief appropriate to prevent any actual or threatened use or disclosure of the confidential information, without having to put up collateral. However, the Licensee will not be liable for any indirect or consequential loss.
6. WARRANTY DISCLAIMER
6.1 The Licensor makes no warranties and specifically disclaims all warranties and representations with respect to the Licensed Material, which is made available to the Licensor on an “as is” basis.
7. LIMITATION OF LIABILITY
7.1 The Licensor shall have no liability for any consequential, special, punitive, incidental, or indirect loss or damages arising from, out of, or relating to the Licensed Material, including any loss of business, income, or profits, or for lost or corrupted data or software. These limitations of liability shall apply to all claims for damages, whether based in contract, tort, breach of statutory duty, or otherwise, and whether the Licensor knew or should have known the possibility of such damages. Nothing in this Agreement is intended to exclude any liability resulting from gross negligence or willful misconduct or any liability which cannot be excluded or limited under applicable laws.
8.1 To the extent permitted by law, You shall indemnify, defend, and hold harmless the Licensor, and its successors and assigns from any claim, loss, fine, penalty, demand, cause of action, debt, damages, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from any violation by You of this Agreement.
9.1 The Licensor may immediately terminate or suspend this Agreement, any rights granted herein, and/or Your license to the Licensed Materials, at its sole discretion at any time, for any reason by providing notice to You. You may terminate this Agreement at any time by ceasing Your access to and use of the Licensed Material. Upon termination of this Agreement, all licenses granted herein immediately expire and You must cease use of all Licensed Materials. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections 2.3, 5 and 11.1 of this Agreement will survive the termination of this Agreement.
10. LAW AND VENUE
10.1 This Agreement shall be interpreted and governed in accordance with Danish law excluding its conflicts of law rules.
10.2 Any dispute arising out of or in connection with this Agreement shall be decided by the courts of Denmark.
11.1 The Licensee shall be responsible for its own compliance with laws, regulations, and other legal requirements applicable to the conduct of its business and the usage of the Licensed Material.
11.2 The Licensor is under no obligation to provide any support under this Agreement, including upgrades or future versions of sample code, APIs, documentation, or any other items in the Licensed Material, to You, any end user or to any other party.
12. ELECTRONIC ACCEPTANCE
12.1 By electronically clicking “I accept” or other similar language, You acknowledge and agree on behalf of the Licensee entity that (i) you have read this Agreement, (ii) you are authorized to agree to the terms of the Agreement on behalf of the Licensee, and (iii) each of the terms and conditions of this Agreement will be binding and enforceable on and against the Licensee.