API License Addendum
This API License Addendum (“Addendum”) is an exhibit to, and governed by, the Software-As-A-Service Agreement executed between the parties (the “Agreement”). If any terms of this Addendum are in conflict with the Agreement then the particular term in the Addendum shall take precedence. Any terms not defined in this Addendum shall have the meaning set forth in the Agreement.
I. Mavrck API and Mavrck Data
- Documentation – The technical materials provided by Mavrck to Customer via electronic means describing the use, functionality, and operation of the Mavrck API.
- End Users ‒ Users of Customer Assets, who are bound to enforceable service terms with Customer.
- Licensed Material ‒ A collective term for the Mavrck API and Mavrck Data. Licensed Material shall not include (i) additionally developed code for the Mavrck API which are developed by either party to enable the Mavrck Data to be displayed within the Customer Assets; and (ii) modifications to the Mavrck Data performed by the Customer.
- Customer Assets ‒ Customer websites, applications and other offerings that display Mavrck Data or otherwise use the Licensed Material.
- Mavrck API ‒ The Mavrck Application Programming Interface (“API”) and the related documentation, data, code, and other materials provided by Mavrck with the API, as updated from time to time, which has and permits the functionality in the Documentation.
- Representatives – any person, such person’s affiliates and its or their directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, counsel and accountants) bound by a written agreement or other legal obligation to maintain the confidentiality of the Confidential Information disclosed to them as required by the terms of this Agreement.
- License from Mavrck. Subject to the terms and conditions in this Agreement, Mavrck hereby grants Customer for its internal business use only, and Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable license during the Term solely to:
- Use the Mavrck API to develop and implement within the Customer Assets;
- Copy, store and display the Mavrck Data on and through Customer Assets to End Users, as permitted by this Agreement;
- Modify Mavrck Data as necessary to use such Mavrck Data on or through Customer Assets; and
- At the Customer’s discretion, use and display Mavrck Marks solely to attribute Mavrck’s offerings as the source of the Mavrck Data, and solely in accordance with the terms of this Agreement (including, but not limited to, Section II.3).
II. Restrictions on Use of Licensed Materials
- Reverse Engineering and other Limitations. Customer will not or attempt to (and will not allow others to) 1) reverse engineer, decompile, disassemble or translate the Mavrck API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Mavrck API or any portion thereof; 2) interfere with, modify, disrupt or disable features or functionality of the Mavrck API, 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 of the Mavrck API; 3) 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 Mavrck API to any third party except as expressly permitted herein; 4) except to enable Customer Assets, provide use of the Mavrck API on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the Mavrck API or “frame” or “mirror” the Mavrck API 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 Mavrck API; 5) use the Licensed Material for any illegal, or unauthorized purposes, or 6) use the Licensed Material (except for Mavrck Data obtained from the Customer End Users and Customer customers) in a standalone product or service (i.e., standalone, meaning the Licensed Materials are provided to a customer which does not receive other services and products of the Customer, but only the Licensed Materials through a unique product), that competes with products or services offered by Mavrck.
- Rate Limits. If the Customer volume of use is unreasonably high in Mavrck’s reasonable discretion, then Mavrck may implement rate limits for such use.
- Use of Mavrck Marks. The Mavrck Marks may not be included in or as part of Customer registered corporate name, any of Customer logos, or any of Customer service or product names. Moreover, Customer may not create any derivative works of the Mavrck Marks or use the Mavrck Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Mavrck. Customer will not otherwise use Mavrck business names and/or logos in a manner that can mislead, confuse, or deceive users of Customer Assets. All use of the Mavrck Marks and all goodwill arising out of such use, will inure to Mavrck’s benefit. Customer shall not use the Mavrck Marks except as expressly authorized herein without Mavrck’s prior consent. Customer will not remove or alter any proprietary notices or Mavrck Marks on the Licensed Material.
Customer acknowledges that Mavrck may update or modify the Mavrck APIs from time to time, and at its sole discretion, provided that no update or modification shall reduce its functionality, features, or capacity (in each instance, an “Update”) provided however that where data availability feeds and APIs that are required pursuant to the Specifications change as a result of the applicable third party updates, removals, or restrictions, in such case that specific reduction of functionality or capacity shall not constitute breach of this Agreement. In each case, Mavrck shall provide the Customer at least 30 days advance written notice of any request for or any Update.
The Licensed Materials are licensed, not sold, and Mavrck retains and reserves all rights not expressly granted in this Agreement. Customer expressly acknowledges that Mavrck, its third party licensors and its Mavrck Data creators retain all worldwide right, title and interest in and to the Licensed Material and Mavrck Data, including all rights in patents, trademarks, trade names, copyrights, copyrightable works, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty (“IP Rights”). The Customer shall own all IP Rights for (i) additionally developed code (and modifications thereof) for the Mavrck API which are developed by or on behalf of Customer to enable the Mavrck Data to be displayed within the Customer Assets; and (ii) modifications to the Mavrck Data performed by or on behalf of the Customer or used within the Customer Assets.
V. Other Important Terms
User Protection. Customer will not knowingly: 1) allow or assist any government entities, law enforcement, or other organizations to conduct surveillance on Mavrck Data or obtain information on Mavrck’s End Users (other than if subject to a subpoena, court order, or other valid legal process), or that would otherwise have the potential to be inconsistent with End Users reasonable expectations of privacy; and 2) display, distribute or otherwise make available Mavrck Data to any person or entity that Customer reasonably believe will use such data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19. Exemptions to these restrictions may be requested for exigent circumstances and are subject to prior written approval from Mavrck.