Application Developer and API EULA Agreement
As of January 1, 2022 (the, “Effective Date"), Engineering Director, Inc., and its subsidiaries (collectively, “Engineering Director" or "EDI") have updated this Application Developer and API License Agreement (the, “Agreement"). If You are a new Licensee, then this Agreement will be effective as of January 1, 2022.
By accepting this Agreement, either by accessing or using the API, or authorizing or permitting any individual to access or use the API, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity"), You are agreeing to this Agreement for that Entity and representing to Engineering Director that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Licensee", “You", “Your" or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not access nor use the API.
For purposes of this Agreement, capitalized terms shall have the meanings set forth below.
API: means an API and any accompanying or related documentation, source code, SDKs, executable applications and other materials made available by Engineering Director, including, without limitation, through its Developer Website.
Applications: mean paid or unpaid web or other software services, applications, or Themes developed by Licensee that utilize or interact with the API or otherwise interact with the Services and are authorized to be Published pursuant to this Agreement.
Intellectual Property Rights: means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
Internal Use: means the use of the API in connection with Licensee’s subscription to a Service for Licensee’s internal business purposes.
Marks: mean Engineering Director® and Engineering Director’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the APIs pursuant to this Agreement.
Publish/Published/Publishing: means the making of any Application available to any Subscriber other than Licensee or for any purpose other than for use by Licensee as a Subscriber for Internal Use.
2. PURPOSE AND LICENSE
2.1 This Agreement and any and all restrictions and policies implemented by Engineering Director from time to time with respect to the API as set forth in the Documentation (“General API Policies") govern Licensee’s rights to use and access the API for the purpose of developing, implementing and Publishing Applications and Internal Use is governed by the Service Agreement and the General API Policies.
2.2 Subject to this Agreement, including the restrictions set forth in Section 3, Engineering Director grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term (as defined in Section 13) to: (a) use and make calls to the API to develop, implement and distribute Applications and for Internal Use (b) use and display the Marks only to identify that the Service Data originates from the Services
3. RESTRICTIONS AND RESPONSIBILITIES
The licenses granted in Section 2 of this Agreement are explicitly conditioned on Licensee’s adherence to the following restrictions and compliance with its responsibilities as set forth herein.
3.2 In order to use and access the API, Licensee must obtain API credentials (a “Token"). Licensee may not share its Token with any third party, shall keep such Token and all Login information secure, and shall use the Token as Licensee’s sole means of accessing the API.
3.3 Applications may not use or access the API or a Service in order to monitor the availability, performance, or functionality of any of the API or a Service or for any similar bench-marking purposes.
3.4 Licensee shall not, under any circumstances, repackage or resell the Services, or any part thereof, API or Service Data.
3.5 Licensee is not permitted to use the API or any Service Data in any manner that does or could potentially undermine the security of the Services, the API, Service Data or any other data or information stored or transmitted using the Services. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Service or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the API.
All other Modifications shall be communicated through the Services, Engineering Director’s Sites, or any other website owned and operated by Engineering Director or through a form of direct communication from Engineering Director to Licensee.
Licensee further acknowledges and agrees that such Modifications may be implemented at any time and without any notice to Licensee. Licensee shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) (the “Conformance Period") comply with such Modification(s) by implementing and using the most current version of the API and making any changes to Applications that may be required as a result of such Modification(s).
Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to Engineering Director any of Licensee’s Intellectual Property Rights in its Applications or Licensee’s Marks or other technology, and nothing in this Agreement transfers or assigns to Licensee any of Engineering Director’s Intellectual Property Rights in the Services, the API, the Marks, or Engineering Director’s other technology or the respective Intellectual Property Rights in any Service Data of Engineering Director or its Subscribers, Agents or End-Users.
Fees and compensation are outside the scope of this agreement.
Licensee may from time to time, gain access to Confidential Information. Licensee may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Subject to the express permissions set forth herein, Licensee may not disclose Confidential Information to a third party without the prior express consent of Engineering Director, provided in writing or by email. Without limiting any other obligation of Licensee under this Agreement, Licensee agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
8. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section 13 (the, “Term"). Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted to Licensee hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, and either return to Engineering Director, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Licensee’s possession, and shall certify to Engineering Director that such actions have occurred.
9. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
Licensee may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Licensee’s rights under this Agreement or delegate performance of Licensee’s duties under this Agreement without Engineering Director’s prior consent, which consent will not be unreasonably withheld. Engineering Director may, without Licensee’s consent, assign this Agreement to any Affiliate or in connection with any merger or change of control of Engineering Director or the sale of all or substantially all of its assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
11. RELATIONSHIP OF THE PARTIES
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
All notices to be provided by Engineering Director to Licensee under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier") or U.S. mail to the contact mailing address provided by Licensee to Engineering Director; or (b) electronic mail to the electronic mail address provided for the Account owner related to Your subscription to the Service. Licensee must give notice to Engineering Director in writing by Courier or U.S. Mail to the following address: Engineering Director, Inc., 807 Davis Street Evanston Illinois 60202. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
13. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Illinois, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Illinois. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Agents or End Users.