Terms & Conditions For Evaluatory Use of API ("Agreement")
This Agreement is an agreement between Trade It, Inc. ("Trade It") and you (the "Customer"), for the purpose of setting forth the terms and conditions pursuant to which Customer may access and use the Trade It APIs and Trade It SDK (defined below). For purposes of this Agreement, the Trade It APIs will not communicate with actual retail brokerage environments; Customer's use of the Trade It APIs is limited and restricted to a "dummy" broker for testing purposes only. TO AGREE TO THIS AGREEMENT AND BECOME AN APPROVED LICENSEE OF THE TRADE IT APIs, CLICK "AGREE" WHERE INDICATED. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NO CLICK "AGREE", AND DO NOT USE THE TRADE IT APIs.
"Access Keys" means the confidential security keys provided by Trade It to Customer for Customer's access to, and use of, the Trade It APIs and Trade It SDK.
"Agent" means Customer's mobile applications and websites.
"Trade It APIs" means those routines, protocols, and tools (i.e., application program interfaces) that specify how software components between Trade It and Customer should interact, described in detail at http://www.trade.it/documentation/api.
"Trade It Materials" means any ranker files, data or other materials provided by Trade It to Customer via the Trade It APIs, as well as any software, code, design, wireframes, specifications or products provided to Customer hereunder.
"Trade It SDK" means the software development kit, as provided by Trade It to Customer, that allows integration of the Trade It Service with Customer applications or platforms.
2. LICENSE; TERM; ACCESS KEY
Subject to the terms and conditions of this Agreement, Trade It hereby grants to Customer a revocable, non-commercial, non-exclusive, non-transferable, non-sublicensable, limited right and license to access and use the Trade It APIs, the Trade It SDK and the Trade It Materials, limited to use via the Agent, for the Term of this Agreement, for the authorized non-commercial evaluatory applications as expressly set forth herein ("Authorized Applications"), and for no other purpose. The Authorized Applications are as follows: Non commercial use for the purposes of evaluation, including due diligence, testing and development efforts of the Trade It APIs and Trade It Materials, not to be used for any production environment that faces real users. Trade It will provide Customer with Access Keys, which may be revoked or suspended if Customer: (i) shares them with any third party (other than as permitted under this Agreement); (ii) uses the Trade It APIs or Trade It SDK in such a manner that could damage or cause injury to Trade It or reflect unfavorably on the reputation of Trade It; (iii) uses the Trade It APIs or Trade It SDK in such a manner that compromises the security or performance of the Trade It systems; or (iv) breaches any term of this Agreement. Customer assumes all responsibility and liability for any use or misuse of the Access Keys. Except as otherwise expressly permitted herein, Customer may not: (a) attempt to derive any codes from (except to the extent applicable laws specifically prohibit such restriction) or reverse engineer the Trade It APIs and calls, the Access Keys or Trade It Materials; (b) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer the rights to the Trade It APIs, Access Keys or Trade It Materials; (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Trade It APIs, Access Keys or Trade It Materials; (d) revend or redistribute the Trade It Materials as received; (e) modify the Trade It Materials other than expressly provided hereunder; (f) create any derivative work, product or service other than the Authorized Applications expressly permitted in this Agreement or (g) use the Trade It APIs, Access Keys or Trade It Materials for any commercial purpose. Trade It reserves the right to change any portion of the Trade It APIs, Access Keys or Trade It Materials in its sole discretion without notice to Customer. Trade It also reserves the right to modify the functionality of the Trade It APIs, Access Keys or Trade It Materials at any time. The provisions of this Agreement will be applicable to all updates, revisions or substitutions of the Trade It APIs, Access Keys or Trade It Materials. All rights not expressly granted to you are reserved by Trade It. The parties agree that should Customer opt to license the Trade It APIs for commercial purposes, the parties will enter into a separate services agreement for such purpose. Upon execution of such services agreement, unless earlier terminated in accordance with this Agreement, this Agreement shall immediately expire and have no more force and effect.
3. PROPRIETARY RIGHTS
Other than with respect to the limited licenses granted herein, Trade It retains all right, title and interest in and to, and all intellectual property rights embodied in, the Trade It APIs, Trade It SDK, Trade It Materials, and any other Trade It proprietary information and technology used by Trade It, or made available to Customer and incorporated into the Agent, including without limitation, any and all improvements, updates and modifications thereto. Other than as expressly provided herein, Customer retains all right, title and interest in and to, and all intellectual property rights embodied in, the Customer Materials, including without limitation, in each case, any and all improvements, updates and modifications thereto.
Customer hereby agrees to indemnify, defend and hold harmless Trade It and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs that may at any time be incurred by any of them by reason of any third party claims, suits or proceedings arising out of (a) libel, defamation, violation of right of privacy or publicity, copyright or trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Customer Materials; (b) any breach by Customer of any duty, representation or warranty under this Agreement; or (c) Customer's use of the Trade It APIs or Trade It SDK other than as permitted herein.
6. NO WARRANTY; LIMITATION OF LIABILITY
THE TRADE IT APIs, THE TRADE IT SDK, THE ACCESS KEYS, THE TRADE IT MATERIALS, AS WELL AS ANY INFORMATION, DOCUMENTATION, MARKETING TOOLS OR OTHER INFORMATION PROVIDED BY TRADE IT, ITS AFFILIATES AND/OR THIRD PARTY PROVIDERS UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. WITHOUT LIMITING THE FOREGOING, TRADE IT AND ITS AFFIIATES AND THIRD PARTY PROVIDERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY OF THE TRADE IT APIs, THE TRADE IT SDK, OR THE TRADE IT MATERIALS, THE CONTENT ACCESSED THROUGH THE TRADE IT APIs, THE RELIABILITY, AVAILABILITY OR ABILITY TO MEET CUSTOMER NEEDS, OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TRADE IT APIs, THE TRADE IT SDK, THE ACCESS KEYS, OR THE TRADE IT MATERIALS PROVIDED HEREUNDER, AND TRADE IT, ITS AFFILATES AND THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ANY CONDITION OF QUALITY AND ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION MADE BY TRADE IT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT TRADE IT, ITS EMPLOYEES, AGENTS, AFFILIATES, THIRD PARTY PROVIDERS, CONTRACTORS AND SUB-CONTRACTORS WILL NOT BE HELD LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY CUSTOMER, ANY CUSTOMER OR END USER OF CUSOTMER OR ANY OTHER PERSON OR ENTITY ARISING OUT OF ANY FAULT, INTERRUPTION OR DELAY IN ANY SERVICE HEREUNDER OR OUT OF ANY INACCURACY, ERROR OR OMISSION IN ANY CONTENT OR SERVICE SUPPLIED TO CUSTOMER, HOWEVER SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE.
Each party agrees: (a) to hold information of the other party designated as confidential ("Confidential Information") in confidence by using the same degree of care to safeguard such Confidential Information as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (b) to limit disclosure of Confidential Information of the other party to its employees having a need to know such information for the purposes of this Agreement; (c) not to disclose any Confidential Information to any third party; and (d) to use Confidential Information solely and exclusively in accordance with the terms of this Agreement. Confidential Information shall remain the property of the disclosing party, and the receiving party will not be deemed by virtue of its access to Confidential Information of the disclosing party to have acquired any right or interest in or to any Confidential Information. This section shall not affect either party's right to use or disclose information that: (i) is or may hereafter be in the public domain; (ii) the receiving party can show was known to it without any confidentiality obligation prior to the disclosure by the disclosing party; (iii) is disclosed to the receiving party by a third party, without violation of any confidentiality obligation, subsequent to disclosure by the disclosing party; (iv) is independently developed by the receiving party without use of the Confidential Information of the disclosing party; or (v) is required to be disclosed pursuant to governmental or judicial process, provided that notice of such process is promptly provided to the disclosing party in order that it may have every opportunity to intercede in such process to contest such disclosure. The confidentiality provisions shall survive the termination and/or expiration of this Agreement for a period of two years from the date of disclosure.
8. MISCELLANEOUS PROVISIONS
(a) Publicity. Trade It may: (i) include Customer in current customer lists on its website and other promotional materials, which are shown to prospective users; (ii) display Customer's logo in a rotating display of other companies' logos on its website and other promotional materials; and (iii) use, reproduce and display testimonials, white papers and other materials approved by Customer on its website and in other promotional materials.
(b) Force Majeure. At times, action or inaction of parties other than Trade It or events beyond Trade It's reasonable control ("Force Majeure Events") can impair or disrupt Trade It's ability to provide the services described herein or Customer's ability to access the Trade It APIs, Trade It SDK or Trade It Materials. Notwithstanding anything to the contrary in this agreement, Trade It disclaims, and Customer shall not hold Trade It responsible for, any and all liability resulting from or related to such Force Majeure Events.
(c) Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party shall assign or otherwise transfer this Agreement without the prior express written consent of the other party, such consent not to be unreasonably withheld. Trade It hereby reserves the right, in its sole discretion, to subcontract any portion or all of this Agreement. This Agreement supersedes and merges all prior proposals, understandings, and agreements, oral and written, between the parties relating to the subject matter of this Agreement and may not be modified or altered except by written instrument duly executed by both parties signing this Agreement. Customer agrees that this Agreement exclusively governs and controls the rights of the parties so that any purchase order or other writing Customer may submit to Trade It shall be for Customer's convenience only. This Agreement shall be governed by the internal laws of the State of New York, without regard to its conflicts of law provision(s). Any party bringing a legal action or proceeding against the other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the state or federal courts sitting in the Borough of Manhattan, New York. Each party waives, to the fullest extent permitted by law, any objection to the laying of venue in accordance with this Section. Except as otherwise provided herein, Trade It reserves the right at any time to modify the features, functionality or performance of the services provided herein and to modify this Agreement at any time, without notice to Customer. The most current version of this Agreement will supersede all previous versions. Customer and Trade It are independent contractors, and this Agreement shall not be deemed to create any employment, partnership, or joint venture relationship between the parties hereto. Neither party shall have the authority or represent itself as having the authority to bind the other party to any agreement or commitment with a third party or otherwise.