API Terms of Service
Application Programming Interface (API) License Agreement
PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I AGREE” CHECKBOX. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. YOU MAY NOT PURCHASE ANY RIGHT TO USE THE APPLICATION PROGRAMMING INTERFACE UNLESS YOU ACCEPT THE TERMS OF THIS LICENSE.
This Application Programming Interface License Agreement (the Agreement), effective immediately between you and WaveAI, Inc. having an address at 2140 South DuPont Hwy Camden, Delaware 19934 (email: api@wave-ai.net) (“Licensor”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions.
(a) “API” means the WaveAI API application programming interface made available to Licensee from Licensor to interact with WaveAI’s APIs at www.wave-ai.net/api as updated from time to time.
(b) “API Credentials” means username and password, and any other necessary security keys or credentials provided by Licensor to provide access to the API and the other Licensed Materials.
(c) “Application” means a software application, website, or other interface created by or on behalf of Licensee, that contains embedded calls to the API.
(d) “Authorized User” means Licensee’s employees, contractors, and agents authorized by Licensee to access or use the Licensed Materials on Licensee’s behalf under this Agreement.
(e) “Confidential Information” means any and all nonpublic information of any type and form obtained by either Party or its Affiliates pursuant to, or concerning this Agreement that is designated or identified as “Confidential” or “Proprietary” or similar marking or would reasonably be regarded as being of confidential nature. Confidential Information shall include without limitation, information concerning business models and strategies, network design and traffic, customers, the business, financial affairs, pricing, and requirements of the Discloser. The term “Confidential Information” shall not include information that: (i) was in Recipient’s possession before receipt from Discloser; (ii) is independently developed by or for Recipient without reference to Discloser’s Confidential Information; (iii) is rightfully received by Recipient from a third party without a duty of confidentiality; or (iv) is or becomes available to the public through no fault of Recipient.
(f) “Discloser” means the Party disclosing Confidential Information under this Agreement.
(g) “Documentation” means all written information provided by Licensor related to the API and Licensed Materials, including but not limited to any Licensee guides or reference guides.
(h) “Licensee” has the meaning set forth in the preamble.
(i) “Licensed Materials” means the API Credentials, Documentation, and all other tools, services, content, and information made available by Licensor for facilitating Licensee’s exercise of its licensed rights to use the API as set forth in this Agreement, exclusive of the API itself.
(j) “Licensor” has the meaning set forth in the preamble.
(k) “Recipient” means the Party receiving Confidential Information under this Agreement.
2. License; Access.
(a) License Grant. Subject to Licensee’s compliance with the terms of this Agreement, Licensor hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to (i) use the API and Licensed Materials to develop, test, and support the Application pursuant to the licensing tier selected under Section 6 of this Agreement; (ii) make available the API and Licensed Materials to Authorized Users for the purposes of developing, testing, and supporting the Application pursuant to the licensing tier selected under Section 6 of this Agreement. and (iii) distribute and allow access to Licensee’s integration of the API within the Application to end users of the Application. Except as expressly permitted in (ii), Licensee shall have no right to reproduce, distribute or allow access to the standalone API or Licensed Materials.
(b) Use Restrictions. Licensee shall not use Licensed Materials for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, Licensee shall not, and shall not permit others to:
(i) copy, modify, create derivative works of, or otherwise exploit or use the API or Licensed Materials;
(ii) provide access to the API or Licensed Materials except as expressly granted herein;
(iii) reverse engineer or otherwise attempt to derive or gain access to any software component (including source code and underlying technical information) of the API or Licensed Materials, in whole or in part (except to the limited extent that applicable law prohibits reverse engineering restrictions);
(iv) disclose to any third party the results of any benchmarking or comparative study or analysis involving the API or Licensed Materials;
(v) remove any proprietary notices from the API or Licensed Materials;
(vi) use the API or Licensed Materials 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; or
(vii) use the API or Licensed Materials to try to gain unauthorized access to or disrupt any service, device, data, account, or network.
(c) API Credentials. Licensor may provide API Credentials to Licensee, that enable use of API and Licensed Materials. Licensor may immediately terminate or revoke any such credentials for any reason, at any time, with or without prior notice, in Licensor’s sole discretion. Licensee may not sell, transfer, sublicense, or disclose its API Credentials to any third party.
(d) Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Licensee or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Licensed Materials. No other use by Licensee of the API or Licensed Materials is provided under this Agreement.
3. API Call Limitations. Licensor reserves the right to limit the number of periodic API calls made by Licensee and the Application. Licensor may temporarily suspend access to the API under this Agreement if such API call limits are exceeded. Attempts to circumvent API call limits may result in termination of this Agreement or any licenses or access granted hereunder. Unused API calls will not roll over to the next call limit period.
4. Licensee Obligations.
(a) Licensee is responsible and liable for all uses of the API and Licensed Materials resulting from access provided by Licensee, directly or indirectly, including, without limitation, access by Authorized Users or under Licensee’s API Credentials, whether such access or use is permitted by or in violation of this Agreement.
(b) Licensee will not use any robot, spider, or other automatic device to create accounts for and Licensee will not take any action that imposes an unreasonable load on the infrastructure of Licensor.
5. No Support; Updates.
(a) No Support. This Agreement does not entitle Licensee to any support for the Licensed Materials.
(b) Updates. Licensor, at its sole discretion, may change, add, or remove features from the API or Licensed Materials (collectively, Updates). Any such Updates that are provided to Licensee become a part of the API or Licensed Materials, as appropriate, and are subject to the terms and conditions of this Agreement. Licensee acknowledges that Licensor may require Licensee to obtain and use the most recent version of the API. Updates may adversely affect how the Applications operate.
6. Fees.
(a) Licensee acknowledges and agrees that license fees will be due under this Agreement in exchange for the rights granted under this Agreement pursuant to the payment terms agreed upon by Licensee. All license fees shall be paid in advance of Licensee’s access to the API and shall be non-refundable for the term of the license.
(b) Licensee acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
(c) Each Party is responsible for bearing its own costs in complying with its obligations or exercising its rights under this Agreement.
7. Intellectual Property.
(a) Licensed Materials. As between Licensor and Licensee, all intellectual property rights in and to the API and Licensed Materials, including all copyrights therein, shall vest and remain with Licensor. Licensee hereby assigns, and agrees to assign, to Licensor all intellectual property rights throughout the world Licensee may have, including all copyrights, in the API and Licensed Materials, which assignment shall be deemed effective as to future contributions to the API and Licensed Materials immediately upon creation thereof.
(b) Applications. As between Licensor and Licensee, all intellectual property rights in and to the Applications, including all copyrights therein, exclusive of the API and Licensed Materials, shall vest and remain with Licensee.
(c) Feedback. If Licensee (including its Authorized Users) sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the API or Licensed Materials, 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. Licensee hereby assigns to Licensor on Licensee’s behalf, and on behalf of its Authorized Users, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to Licensee or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
8. Data Privacy and Usage. Licensee acknowledges and agrees that its use and access of the API, through its Authorized Users and its Application, is governed by Licensor’s Privacy Policy.
9. Confidential Information.
(a) Acknowledgement. The Parties acknowledge and agree that in the course of their duties under this Agreement, they may receive or have access to Confidential Information of the other Party. Licensee acknowledges that the API and Licensed Materials contain Confidential Information. The Parties further acknowledge and agree that they shall comply with the terms and conditions set forth in this Agreement in its collection, receipt, transmission, storage, disposal, use and disclosure of such Confidential Information and be responsible for the unauthorized collection, receipt, transmission, access, storage disposal, use and disclosure of the Confidential Information under its control or in its possession. The Parties further acknowledge and agree that use of either Party of the other Party’s Confidential Information shall not confer any rights, title or interest in and to such Confidential Information including Licensor’s API and Licensed Materials. For purposes of clarification but not limitation, Licensor shall retain the unencumbered right, title and interest in and to the API and Licensed Materials.
(b) Use and Nondisclosure. During the term of this Agreement and for two (2) years after the termination or expiration of this Agreement, the Recipient shall not make use of the Discloser’s Confidential Information for purposes other than the performance of the Recipient’s rights and obligations under this Agreement. Recipient shall protect the Discloser’s Confidential Information by using the same degree of care as it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The Recipient shall only disclose the Confidential Information to its employees, contractors, and, in the case of Licensee, its Authorized Users, who have a need to know such Confidential Information to perform its obligations or exercise its rights under this Agreement.
(c) Compelled Disclosure. In the event the Recipient is required under applicable law or court order to disclose any of the Confidential Information, Recipient shall first give Discloser notice of the required disclosure and cooperate with Discloser, at Discloser’s expense, in seeking reasonable protective arrangements to limit the volume of Confidential Information to be disclosed. However, notwithstanding the foregoing, in no event shall Recipient be required to act in a manner that would violate laws, regulations, or court orders, or result in sanctions or other penalties.
10. Warranty; Disclaimer. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT THE API AND LICENSED MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, VERBAL OR WRITTEN, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
11. Limitation of Liability. LICENSOR’S ENTIRE LIABILITY TO LICENSEE FOR DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF THREE TIMES THE AMOUNTS RECEIVED OR PAYABLE TO LICENSOR UNDER THIS AGREEMENT. FURTHER, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, DAMAGES FOR LOST PROFITS, LOST DATA OR LOST BUSINESS, OR ANY OTHER INDIRECT DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
12. Indemnification. Licensee shall defend Licensor against any and all actions, demands, claims and suits (including without limitation product liability claims) (collectively, Claims), and indemnify and hold Licensor harmless from any and all liabilities, damages and costs (including without limitation reasonable attorney’s fees) to the extent arising out of: (i) Licensee’s use of the API or Licensed Materials in any manner that is inconsistent with this Agreement; (ii) the performance, promotion, sale or distribution of the Application; or (iii) otherwise arising out of Licensee’s violation of a third-party’s rights, applicable law, its obligations under this Agreement, or other negligent or willful misconduct by Licensee. Licensor will promptly notify Licensee in writing of the Claims brought against Licensor for which it seeks indemnification or defense. Licensor reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. Licensee may not enter into any third-party agreement that would, in any manner whatsoever, affect the rights of Licensor, constitute an admission of fault by Licensor or bind Licensor in any manner, without Licensor’s prior written consent. In the event Licensor assumes control of the defense of such claim, Licensor shall not settle any such Claim requiring payment from Licensee without Licensee’s written approval.
13. Term; Termination.
(a) Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Agreement and the payment terms set forth in Section 6 and [URL] incorporated by reference herein.
(b) Termination. Either Party may terminate this Agreement at any time; provided however that upon Licensor’s receipt of a notice of termination, Licensee shall only terminate this Agreement upon the expiration of the existing term paid for by the Licensee (e.g., end of a month for a monthly license or a year for an annual license). Any termination of this Agreement shall also terminate the licenses granted hereunder upon the same terms as above. Upon termination of this Agreement, Licensee shall promptly (but in any event, no longer than five (5) days after termination) destroy and remove from all computers, networks, and other storage media all copies of the API and Licensed Materials.
(c) Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination or expiration of the Agreement.
14. General.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
(b) Amendments; Waivers. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein.
(c) Unenforceability; Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
(d) Force Majeure. Any failure or delay by Licensor in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fires, floods, earthquakes, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions, or any similar causes beyond the reasonable control of Licensor.
(e) Export Control. Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (OFAC), or other United States or foreign agency or authority, and Licensee shall not directly or indirectly export or reexport the API or Licensed Materials in violation of any such restrictions, laws, or regulations. Licensee represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
(f) Government Use. If Licensee is part of an agency, department, or other entity of the United States Government (Government), the use, duplication, reproduction, release, modification, disclosure or transfer of the API and Licensed Materials are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API and Licensed Materials are “commercial items,” “commercial computer software,” and “commercial computer software documentation.” In accordance with such provisions, any use of the API and Licensed Material by the Government shall be governed solely by the terms of this Agreement.
(g) Independent Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement. Licensor and Licensee are independent contractors.
(h) Assignment. Licensee may not assign this Agreement without the prior written consent of Licensor; provided that this Agreement may be assigned by operation of law or otherwise in connection with a merger, consolidation, or sale of all or substantially all the assets or equity interests of Licensee.
(i) No Third-Party Beneficiaries. No third party is a beneficiary of this Agreement. No one other than a Party, their successors, and permitted assignees shall have any right to enforce any of the terms of the Agreement.
(j) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California, without giving effect to its rules relating to conflicts of law. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in Santa Clara County, California.
(k) Notices. All notices, consents, and other communications between the Parties under or regarding this Agreement must be in writing (which includes email). All communications will be deemed to have been received on the date actually received. Notices to Licensor will be addressed to 2140 South DuPont Hwy Camden, Delaware 19934 (email: api@wave-ai.net), or as updated by Licensor via its website. Notices to Licensee will be sent to licensee physical address or email, or as updated by Licensee via written notice to Licensor.