RequirementsLive

API License Agreement

LAST UPDATED: October 10, 2012

BY CLICKING ON THE “ACCEPT” BUTTON, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS API LICENSE AGREEMENT (“AGREEMENT”). LICENSEE’S ACCESS AND/OR USE OF THE API (AS DEFINED BELOW) SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

RQL may modify this Agreement at any time, in its sole discretion, by notifying Licensee of such changes by any means, including by posting such modified Agreement on the RQL Platform (as defined below). If any such modification is unacceptable to Licensee, Licensee’s sole recourse is to terminate this Agreement and cease downloading, accessing or using the API. Licensee’s continued access to or use of the API following any change to this Agreement will constitute Licensee’s binding acceptance to such modified Agreement. Licensee can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. Notwithstanding the foregoing, any modifications to this Agreement shall not apply to any dispute between RQL and Licensee arising prior to the date on which RQL posted the revised Agreement that contains such modifications.

1. Subject to Licensee’s full compliance with the terms of this Agreement and the RQL services agreement(s), software license/subscription agreement(s) and/or terms of use applicable to the RQL Platform (collectively “RQL Agreements”), RequirementsLive LLC (“RQL”) hereby grants Licensee a limited, non-sublicensable, non-transferable, royalty-free, non-exclusive license to use RQL’s application programming interface and related information and documentation as it currently exists (collectively, the “API”) for the purpose of allowing Licensee to integrate applications used by or on behalf of Licensee (each an “App”) into RQL’s system for building applications, storing and retrieving data and running said applications (the “RQL Platform”) in accordance with the API documentation found on the RQL web site (“Documentation”). In no event shall Licensee (i) resell the API, access to the API, or any results returned from the API; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the API (except to the limited extent applicable laws specifically prohibit such restriction); (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the API; (iv) use the API for the benefit of a third party, other than end users of Licensee’s Apps as expressly authorized by this Agreement and the Documentation;

2. Licensee is responsible for all of Licensee’s and Licensee’s App users’ activity in connection with the API, including but not limited to uploading data onto the RQL Platform. Licensee shall use the API in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Licensee’s use of the RQL Platform, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws. Licensee shall not (and shall not permit any third party to), directly or indirectly, (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any material on or through the RQL Platform, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (iv) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of RQL or any third party; or (v) impersonates any person or entity, including any employee or representative of RQL. Additionally, Licensee shall not: (i) interfere or attempt to interfere with the proper working of the API or any activities conducted on the RQL Platform; or (ii) bypass any measures RQL may use to prevent or restrict access to the API (or other accounts, computer systems or networks connected to the RQL Platform).

3. Licensee shall not use the API or the RQL Platform to implement or enhance a product or service that is competitive with the RQL Platform or any RQL products or services. If Licensee, at any time, develops or markets a competitive product or service: Licensee (i) will promptly inform RQL of such product or service; (ii) will not employ (whether for advice, review or otherwise) any personnel who have had access to any part of the API in the development or marketing of such competitive product or service; and (iii) will not use any part of the API or any related intellectual property in connection with any competitive product or service.

4. Licensee understands that RQL may limit, modify, or cease support of current or old versions or releases of the API at any time, in its sole discretion, without liability.

5. At Licensee’s option, subject to RQL’s consent, Apps may be branded with RQL specified trademarks in accordance with RQL’s trademark usage guidelines. RQL will have the right to perform quality assurance inspections of each App and to withhold rights to use such trademarks if the quality is not satisfactory to RQL in its sole discretion.

6. Licensee hereby grants RQL a nonexclusive, sublicensable, fully-paid, worldwide license to fully exercise and exploit all patent rights with respect to improvements or extensions created by or for Licensee that are relevant to the API or otherwise result from or are enabled by access to the API. For clarity, Licensee is not required to disclose any such patent or patent rights to RQL.

7. RQL retains all right, title, and interest in and to the API and all code, products, works, and all intellectual property and moral rights related thereto or created, used, or provided by RQL for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Subject to the preceding sentence, Licensee shall retain all right, title and interest in and to all Licensee’s designs, discoveries, inventions, products, computer programs, procedures, developments, business plans, documents, and information related to the Apps, as well as all Licensee data generated by Apps, including all intellectual property rights therein.

8. Licensee may from time to time provide suggestions, comments or other feedback to RQL with respect to the API and/or the RQL Platform (“Feedback”). Notwithstanding anything to the contrary, Feedback, even if designated as confidential by Licensee, shall not create any confidentiality obligation for RQL. Licensee shall, and hereby does, grant to RQL a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

9. This Agreement will remain effective until terminated in accordance with its terms. Either party may terminate this Agreement immediately upon notice to the other party. RQL reserves the right in its discretion to immediately terminate this Agreement, and/or suspend (temporarily or permanently), terminate or revoke Licensee’s, an App’s and/or any user’s access to or use of the API, in whole or in part, at any time and for any reason (including if RQL knows of or suspects that such Licensee, App or user has a security deficiency, or has inappropriately accessed or used the API or the RQL Platform, with or without cause or notice to Licensee, and RQL bears no responsibility or liability for any such suspension, termination or revocation. Further, any licenses to Licensee contained in this Agreement will immediately and automatically terminate, without notice to Licensee, (a) if at any time Licensee does not timely comply with this Agreement, or (b) in the event of the expiration or termination of the applicable RQL Agreement(s). Upon termination of this Agreement by either party or upon suspension, termination or revocation of Licensee’s and/or an App’s access to the API by RQL, any and all licenses Licensee may have with respect to the API will immediately terminate, and Licensee will immediately cease using the API and delete the API and any related Documentation in its possession or control. Sections 2, 7, 9, 10, 11 and 13, will survive, to the extent applicable, any expiration or termination of this Agreement and will continue to bind Licensee following such expiration or termination. Termination or expiration of this Agreement shall not, in and of itself, have any effect on any RQL Agreement.

10. RQL PROVIDES THE API “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO LICENSEE.

11. LIMITATION OF LIABILITY: NEITHER RQL NOR ITS AFFILIATES OR ITS OR THEIR LICENSORS, SUPPLIERS, SERVICE PROVIDERS, BUSINESS PARTNERS OR CUSTOMERS, OR ANY DIRECTOR, OFFICER, EMPLOYEE, CONSULTANT, AGENT OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING, WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE API OR THIS AGREEMENT, OR FOR DAMAGES ARISING FROM ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR OF LICENSEE’S USE OF OR ACCESS TO THE API. LICENSEE’S SOLE REMEDY FOR DISSATISFACTION WITH THE API IS TO STOP USING THE API. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF RQL AND ITS AFFILIATES AND ITS AND THEIR LICENSORS, SUPPLIERS, SERVICE PROVIDERS, BUSINESS PARTNERS AND CUSTOMERS FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY OR OTHERWISE, IN CONNECTION WITH THE API OR THIS AGREEMENT, WILL BE LIMITED TO THE TOTAL AMOUNTS PAID BY LICENSEE, IF ANY, TO USE THE API. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF RQL SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO LICENSEE.

12. This Agreement incorporates and Licensee agrees to RQL’s Terms of Use and Privacy Policy, made available online at http://docs.requirementslive.com/policies/apitou.html and http://docs.requirementslive.com/policies/privacy.html, as such may be changed from time to time.

13. This Agreement represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them related to such subject matter. In the event of any express conflict between this Agreement and the RQL Agreements, this Agreement shall control. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of RQL to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit RQL’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without RQL’s consent and any action or conduct in violation of the foregoing shall be void and without effect. RQL expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under laws of the State of California without regard to its conflicts of law provisions. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in San Diego, California; Licensee hereby agrees to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.